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): December 30, 2021

REED’S,

INC.

(Exact name of registrant as specified in its charter)

201 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:

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. ☐

Item5.07 Submission of Matters to a Vote of Security Holders

Final Voting Results

At the Reed’s Inc. 2021 Annual Meeting of Stockholders on December 30, 2021, the stockholders of Reed’s Inc., a Delaware corporation (“Reed’s”) elected all of the nominees to the board of directors.

In addition, the stockholders:

Of the 93,729,329.95 shares of common stock outstanding on the record date of November 10, 2021, a total of 65,939,843 shares were voted in person or by proxy, representing 70.35% of the votes entitled to be cast, constituting a majority and therefore more than a quorum of the outstanding shares entitled to vote. Votes were cast as follows:

1. To elect John J. Bello, Norman E. Snyder, Jr., Lewis Jaffe, James C. Bass, Louis Imbrogno Jr. and Rhonda Kallman to serve a one-year term until their respective successors are duly elected and qualified or until their death, resignation, removal or disqualification:

2. To approve the amendment to the 2020 Plan to increase the number of shares available under the 2020 Plan from 8,500,000 to 15,000,000:

3. To amend Certificate of Incorporation to increase authorized shares of common stock from 120,000,000 to 180,000,000:

4. To ratify the selection of Weinberg & Company, P. A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022:

5. To give the board of directors the authority to amend the certificate of incorporation to effect a reverse stock split of issued and outstanding shares of common stock at a ratio between 1-for-2 and 1-for-5, inclusive:

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.