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…

and the attached Exhibit 99.1 are being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The filing describes the approval of a new equity incentive plan and does not involve any changes in management or directors.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On May 29, 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)(ii) of the Company Guide requiring a company to have stockholders’ equity of at least $4.0 million if it has reported losses from continuing op…

and the attached Exhibit 99.1 are being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Chief Operating Officer — Damian Warshall: Damian Warshall was promoted to Chief Operating Officer from within the company.

Chief Executive Officer — Cyril A. Wallace, Jr.: Mr. Cyril A. Wallace, Jr. resigned from his role as Chief Executive Officer and as a member of the Board of Directors.

Chief Executive Officer and Director — Cyril A. Wallace, Jr.: Mr. Cyril A. Wallace, Jr. resigned from his roles as Chief Executive Officer and Director.

and the attached Exhibit 99.1 are being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Chief Operating Officer — Neal Cohane: Neal Cohane was promoted to Chief Operating Officer after previously serving as Chief Sales Officer for the Company.

and the attached Exhibit 99.1 are being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in suc…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosures set forth in

Entry into a Material Definitive Agreement. On September 26, 2025 (the “ Effective Date ”), Reed’s, Inc. (the “ Company ”) entered into the first amendment (the “ Amendment ”) to its Senior Secured Loan and Security Agreement (as amended the “ Loan Agreement ”) with certain funds affiliated with Whitebox Advisors, LLC (the “ Lenders ”) and Cantor Fitzgerald Securities (“ Cantor Fitzgerald ”), as administrative agent and collateral agent, with respect to its revolving credit facility (the “ Se…

Entry Into a Material Definitive Agreement. On September 12, 2025, Reed’s, Inc., a Delaware corporation (the “ Company ”), entered into a securities purchase agreement (the “ Purchase Agreement ”) with six accredited investors for the issuance and sale in a private placement (the “ Private Placement ”) of 5,000,000 shares (the “ Shares ”) of common stock, $0.0001 par value per share, at a purchase price of $1.00 per Share, for aggregate gross proceeds of $5.0 million. The Private Placement cl…

Director — Randle Lee Edwards: Mr. Randle Lee Edwards resigned from the Board of Directors.

The Shares have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), and are instead being offered pursuant to the exemption provided in Section 4(a)(2), and Rule 506(b) promulgated thereunder.

Chief Commercial Officer — Christopher Burleson: Mr. Burleson resigned from his position as Chief Commercial Officer.

Results of Operations and Financial Condition. On August 12, 2025, Reed’s, Inc., a Delaware corporation (the “company” or “Reed’s”), issued a press release announcing financial results for the three and six months ended June 30, 2025. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The company will conduct a conference call tomorrow, August 13, 2025, at 8:30 a.m.…

Chief Accounting Officer — Joann Tinnelly: Joann Tinnelly's duties as Chief Accounting Officer were reassigned to other personnel.

Entry Into a Material Definitive Agreement. On June 4, 2025, Reed’s, Inc., a Delaware corporation (“Reed’s” or the “company”) issued and sold 3,225,806 shares of common stock, $0.0001 par value per share, for aggregate gross proceeds of approximately $3,000,000. pursuant to a securities purchase agreement with D&D Source of Life Holding, Ltd., the company’s majority stockholder, as lead investor, and four additional accredited investors. The purchase price per share is $0.93. D&D Source of Li…

The shares were issued in a private placement pursuant to the exemption from registration requirements of the Securities Act of 1933, as amended, provided in Section 4(a)(2) and/or Rule 506(b) promulgated thereunder. The shares were sold in a transaction that did not involve a public offering. 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,…

Results of Operations and Financial Condition. On May 13, 2025, Reed’s, Inc., a Delaware corporation (the “company” or “Reed’s”) issued a press release announcing financial results for the three months ended March 31, 2025. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The company will conduct a conference call tomorrow, May 14, 2025, at 8:30 a.m. Eastern time t…

The filing does not specify any particular movement or event.

Entry into a Material Definitive Agreement Leadership Transition On April 16, 2025, Norman E. Snyder, Jr., the Chief Executive Officer and member of the board of directors of Reed’s, Inc., a Delaware corporation (“Reed’s or the “Company”), announced his retirement. In connection with Mr. Snyder’s retirement, the Company’s board of directors appointed Cyril Wallace as Chief Executive Officer and member of the board of directors, effective April 16, 2025, pursuant to an Executive Employment Agr…

Results of Operations and Financial Condition” above. The information in this Current Report on Form 8-K under Items 2.02 and 7.01, including the information contained in Exhibit 99.1, is being furnished to the Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Sec…