REED'S, INC.

S-11 forms-1.htm S-1

As filed with the Securities and Exchange Commission on November 12, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

REED’S, INC.

(Exact name of Registrant as Specified in Its Charter)

501 Merritt 7 PH

Norwalk, Connecticut 06851

Tel: (800) 997-3337

(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Cyril A. Wallace, Jr.

Chief Executive Officer

501 Merritt 7 Corporate Park

Norwalk, Connecticut 06851

Tel: (800) 997-3337

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐

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 7(a)(2)(B) of the Securities Act. ☐

This registration statement shall hereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933.

If the Securities and Exchange Commission resumes full operation before the registration statement becomes effective, we may file an amendment to this registration statement requesting a delay or change in the effectiveness of the registration statement.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

1,326,260** Shares**

We are offering 1,326,260 shares of our common stock.

Our common stock is quoted on the OTCQX Best Market under the symbol “REED.” On November 11, 2025, the last reported sale price for our common stock on the OTCQX Best Market was $7.54 per share. We have applied to list our shares of common stock for trading on the New York Stock Exchange American, LLC (the “NYSE American”) under the symbol “REED.” At this time, the NYSE American has not yet approved our application to list our common stock. There is no assurance that such application will be approved, which approval is a condition to this offering. No assurance can be given that the trading prices of our common stock on the OTCQX Best Market will be indicative of the prices of our common stock if our common stock were traded on the NYSE American.

On October 31, 2025, we effected a 1-for-6 reverse stock split of our common stock (the “Reverse Stock Split”). The conversion or exercise prices of our issued and outstanding preferred stock, stock options and warrants have been adjusted accordingly. All information presented in this prospectus, including our financial statements and the notes thereto, have been adjusted to account for the Reverse Stock Split, and unless otherwise indicated, all such amounts and corresponding conversion price or exercise price data set forth in this prospectus have been adjusted to give effect to the Reverse Stock Split.

We are a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and the documents incorporated by reference herein and may elect to do so in future filings. See the section titled “Prospectus Summary—Implications of Being a Smaller Reporting Company.” In addition, if our application is approved by the NYSE American, we will be a “controlled company” within the meaning of the applicable rules of the NYSE American. While we are not relying on any exemptions at this time, as a “controlled company,” we are permitted to rely on, and may elect to utilize, one or more of the exemptions from certain corporate governance standards of the NYSE American.

Investing in our common stock involves risks. See the section titled “Risk Factors” beginning on page 12 of this prospectus and under similar headings in the documents incorporated by reference into this prospectus to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any other regulatory body have approved or disapproved these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

(1) See the section titled “Underwriting” for additional information regarding underwriting compensation.

The underwriters are offering the shares on a firm commitment basis. Delivery of the shares of common stock is expected to be made on or about , 2025.

We have granted the underwriters an option for a period of 45 days from the date of this prospectus to purchase up to an additional 198,939 shares of common stock. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $805,000 and the total proceeds to us, before expenses, will be $10,695,000.

Sole Book-Running Manager

A.G.P.

Co-Manager

Roberts & Ryan

Prospectus dated , 2025

TABLE OF CONTENTS

We have not, and the underwriters have not, authorized anyone to provide you with information other than in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for and cannot provide any assurance as to the reliability of any other information others may give you. We are not, and the underwriters are not, making an offer to sell shares of our common stock in any jurisdiction where the offer or sale is not permitted. The information in this prospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of shares of our common stock. Our business, financial condition, results of operations, and prospects may have changed since that date.

For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the United States.

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