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
Date of Report (Date of earliest event reported): January 31, 2025
REED’S,
INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32501 | 35-2177773 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
501 Merritt 7, 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: (203) 890-0557
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: 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. ☐
Item1.01 Entry Into a Material Definitive Agreement.
On January 31, 2025, Reed’s, Inc., a Delaware corporation (“Reed’s” or the “company”) entered into an executive employment agreement with Douglas W. McCurdy to serve as Chief Financial Officer of Reed’s, effective February 10, 2025. The agreement is for a term of one year and provides for severance through the date of the initial one-year term, in the event the company terminates Mr. McCurdy’s employment without cause, which includes but is not limited to customary causes such as failure to perform, breach, and acts of moral turpitude. Mr. McCurdy will receive a base salary of $323,000 per year and will be eligible to receive a discretionary annual performance based bonus with a target of 30% of his base salary. He is entitled to participate in all employee benefit plans, practices, and programs maintained by Reed’s provided to similarly situated executives of the company, including equity compensation plans. He will receive four weeks paid vacation per year. The employment agreement contains customary indemnification and clawback provisions. In conjunction with the executive employment agreement, Mr. McCurdy and Reed’s entered into a confidentiality and proprietary information agreement, which includes customary restrictive covenants.
Theforegoing descriptions of the executive employment agreement and the confidentiality and proprietary information agreement are qualifiedby reference to the full text of such agreements, which will be included with the company’s Annual Report on Form 10-K for the2024 fiscal year and its Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2025.
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
(b) Joann Tinnelly, Reed’s Chief Financial Officer, has agreed to transition to the position of Chief Accounting Officer effective February 10, 2025.
(c) Effective February 10, 2025, Douglas W. McCurdy, age 59, will assume the role of Chief Financial Officer. Prior to joining Reed’s, Mr. McCurdy served as director of Roberts & Ryan, Inc., an investment bank, where he served since December 2023. From November 2019 to May 2023, Mr. McCurdy served as Chief Operating Officer of YDC, Inc., d/b/a Rezi, a proptech rental platform. From January 2013 through February 2019, he was a founder and served as Chief Operating Officer of Torrential, Inc., a mobile-video digital media startup. Prior to his corporate career, Mr. McCurdy served as a U.S. Navy Lieutenant and later earned an MBA in Finance, Accounting, and Economics from the University of Chicago Booth School of Business.
The disclosures set forth in Item 1.01 describing the terms of Mr. McCurdy’s executive employment agreement and the confidentiality and proprietary information agreement are incorporated herein by this reference.
Item8.01 Other Events
Reed’s issued a press release on February 6, 2025 announcing a leadership update. The text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished with this Current Report on Form 8-K:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of Reed’s, Inc. dated February 6, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| REEDS,<br> INC., | ||
|---|---|---|
| a<br> Delaware corporation | ||
| Dated:<br> February 6, 2025 | By: | /s/ Norman E. Snyder, Jr. |
| Norman<br> E. Snyder, Jr., | ||
| Chief<br> Executive Officer |
Exhibit99.1
Reed’sAnnounces Leadership Updates
Norwalk,CT, (February 6, 2025) — Reed’s, Inc. (OTCQX: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger beverages, today announced key leadership changes, effective February 10, 2025, to bolster its executive team and reinforce its operational foundation. Douglas McCurdy has been appointed to Chief Financial Officer (“CFO”), succeeding Joann Tinnelly, who will transition to Chief Accounting Officer (“CAO”). Additionally, Reed’s has appointed Salvatore Vassallo as Vice President of Operations.
Mr. McCurdy has decades of finance, operational, and leadership experience across several industries, including investment banking, technology, and the US Navy. He brings extensive operating experience having served as Chief Financial Officer and Chief Operating Officer for multiple early-stage growth companies, including REZI, Torrential, and BBE. Mr. McCurdy also held corporate finance and strategic advisory positions at Banc of America Securities. He started his career as a Lieutenant in the US Navy. Mr. McCurdy holds a Master of Business Administration in Accounting and Finance from the University of Chicago Booth School of Business and a Bachelor of Science in Mechanical Engineering from Worcester Polytechnic Institute.
Mr. Vassallo, a seasoned consumer packaged goods and supply chain executive, joins Reed’s with extensive experience in inventory management, strategic sourcing and supply chain optimization. Most recently, he served as Vice President of Supply Chain at Boylan Bottling Co., where he streamlined distribution networks, drove cost-reduction and process improvement initiatives, and led innovation projects. Mr. Vassallo’s experience in supply chain management for CPG companies includes roles at Ferrero, Snapple Beverages and Henkel. He holds an MBA from the University of Connecticut, a Bachelor of Science in Economics from Universita’ Bocconi and a MicroMasters Certificate in Supply Chain Management from MIT.
“We are pleased to welcome Doug and Sal to the Reed’s executive team,” said Norman E. Snyder, CEO of Reed’s. “Their combined expertise in finance, supply chain and operations will contribute to our strategic initiatives and further position Reed’s for long-term success. Joann’s transition to CAO provides great continuity for our finance team and I want to thank her for serving as CFO over the past 16 months. These leadership changes, together with our strengthened balance sheet, put us in a strong position to execute our growth and profitability objectives in 2025.”
AboutReed’s, Inc.
Reed’s is an innovative company and category leader that provides the world with high quality, premium and naturally bold^™^ 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 45,000 stores nationwide.
Reed’s is known as America’s #1 name in natural, ginger-based beverages. Crafted using real ginger and premium ingredients, Reed’s portfolio includes ginger beers, ginger ales, ready-to- drink ginger mules and hard ginger ales. The brand has recently successfully expanded into the zero-sugar segment with its proprietary, natural sweetener system.
Virgil’s^®^is an award-winning line of craft sodas, made with the finest natural ingredients and without GMOs or artificial preservatives. The brand offers an array of great tasting, bold flavored sodas including Root Beer, Vanilla Cream, Black Cherry, Orange Cream, and Cola. These flavors are also available in five zero sugar varieties which are naturally sweetened and certified ketogenic.
Flying Cauldron^®^ is a non-alcoholic butterscotch beer prized for its creamy vanilla and butterscotch flavors. Sought after by beverage aficionados, Flying Cauldron is made with natural ingredients and no artificial flavors, sweeteners, preservatives, gluten, caffeine, or GMOs.
For more information, visit drinkreeds.com, virgils.com and flyingcauldron.com. To receive exclusive perks for Reed’s investors, please visit the Company’s page on the Stockperks app here.
Forward-LookingStatements
Statements in this release that are not historical are forward-looking statements made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are typically identified by terms such as “will contribute,” “position,” and similar expressions. 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.
The risks and uncertainties include, but are not limited to: inventory shortages; risks associated with new product releases; the impacts of further inflation; risks that customer demand may fluctuate or decrease; risks that we are unable to collect unbilled contractual commitments, particularly in the current economic environment; our ability to compete successfully and manage growth; our significant debt obligations; our ability to develop and expand strategic and third party distribution channels; our dependence on third party suppliers, brewers and distributors; third party co-packers meeting contractual commitments; risks related to our international operations; our ability to continue to innovate; our strategy of making investments in sales to drive growth; increasing costs of fuel and freight, protection of intellectual property; competition; general political or destabilizing events, including the wars in Ukraine and Israel, conflict or acts of terrorism; financial markets, commodity and currency impacts of the wars; the effect of evolving domestic and foreign government regulations, including those addressing data privacy and cross-border data transfers; and other risks detailed from time to time in Reed’s public filings, including Reed’s annual report on Form 10-K filed on April 1, 2024, which is 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.
InvestorRelations Contact
Sean Mansouri, CFA or Aaron D’Souza
Elevate IR
ir@reedsinc.com
(720) 330-2829