REED'S, INC.
For the period ended Dec 31, 2025. Filed Mar 25, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 25, 2026
REED$1.26+0.8%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(a) 1. Financial Statements
See Index to Financial Statements in Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference.
2. Financial Statement Schedules
All other financial statement schedules have been omitted because they are either not applicable or the required information is shown in the financial statements or notes thereto.
3. Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K, or are incorporated herein by reference, in each case as indicated below:
| Exhibit No. | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith |
|---|---|---|---|---|---|---|
| 3.1 | Certificate of Incorporation of Reed’s, Inc., as amended through February 5, 2025 | 10-K | 001-32501 | 3(i) | 3/28/2025 | |
| 3.2 | Certificate of Amendment of the Certificate of Incorporation of Reed’s, Inc., effective October 31, 2025 | 8-K | 001-32501 | 3.1 | 10/31/2025 | |
| 3.3 | Second Amended and Restated Bylaws of Reed’s Inc. | 8-K | 001-32501 | 3.1 | 12/8/2025 | |
| 4.1 | Form of Warrant to Union Square Park Partners, LP, issued on March 11, 2022 | 8-K | 001-32501 | 4.1 | 3/21/2022 | |
| 4.2 | Form of Warrant 2022 PIPE, issued on March 11, 2022 | 8-K | 001-32501 | 4.1 | 3/14/2022 | |
| 4.3 | Form of Secured Convertible Promissory Note, issued on May 9, 2022 | 8-K | 001-32501 | 4.1 | 5/10/2022 | |
| 4.4 | Form of Warrant, issued on May 25, 2023 | 8-K | 001-32501 | 4.1 | 5/31/2023 | |
| 4.5† | Warrant Agency Agreement by and between Reed’s, Inc. and Transfer Online, Inc., dated December 3, 2025 | X | ||||
| 4.6 | Form of Warrant to Purchase Common Stock dated December 8, 2025 | 8-K | 001-32501 | 4.1 | 12/8/2025 | |
| 4.7 | Form of Common Stock Certificate | S-1 | 333-291443 | 4.6 | 11/12/2025 | |
| 4.8 | Description of Securities | X | ||||
| 10.1+ | Form of Reed’s Inc. Indemnification Agreement | 10-K | 001-32501 | 10.1 | 4/1/2024 | |
| 10.2+ | Reed’s Inc. 2020 Equity Incentive Plan, as amended December 30, 2021 | 10-K | 001-32501 | 10.2 | 4/1/2024 | |
| 10.3+ | Reed’s Inc. 2024 Inducement Plan | 10-K | 001-32501 | 10.3 | 4/1/2024 | |
| 10.4+ | Employment Agreement by and between Reed’s Inc. and Douglas W. McCurdy dated January 31, 2025 | 10-K | 001-32501 | 10.4 | 3/28/2025 | |
| 10.5+ | Amended and Restated Employment Agreement by and between Reed’s Inc. and Norman E. Snyder, Jr. dated June 24, 2020 | 10-K | 001-32501 | 10.22 | 4/15/2022 | |
| 10.6 | Lease by and between Merritt 7 Venture LLC and Reed’s Inc. dated May 10, 2024 | 10-Q | 001-32501 | 10.2 | 8/13/2024 | |
| Exhibit No. · Description · Form · File No. · Exhibit · Filing Date · Filed Herewith | |||||
|---|---|---|---|---|---|
| 10.7† · First Amendment to Lease, by and between Merritt 7 Venture LLC and Reed’s Inc., dated April 10, 2025 · X | |||||
| 10.8 · Second Amendment and Partial Termination of Lease, by and between Merritt 7 Venture LLC and Reed’s Inc., dated November 19, 2025 · X | |||||
| 10.9 | Form of Registration Rights Agreement by and among Reed’s Inc, and certain investors dated March 10, 2022 | 8-K | 001-32501 | 10.2 | 3/14/2022 |
| 10.10 | Registration Rights Agreement by and between Reed’s Inc. and purchasers dated May 9, 2022 | 8-K | 001-32501 | 10.2 | 5/10/2022 |
| 10.11 | Shareholders Agreement by and between Reed’s Inc. and D&D Source of Life Holding Ltd., dated May 25, 2023 | 8-K | 001-32501 | 10.2 | 5/31/2023 |
| 10.12 | Amendment to Shareholders Agreement by and between Reed’s Inc. and D&D Source of Life Holding Ltd., dated January 24, 2025 | 8-K | 001-32501 | 10.1 | 1/28/2025 |
| 10.13 | Board Observer Agreement by and between Reed’s Inc. and D&D Source of Life Holding Ltd., dated January 24, 2025 | 8-K | 001-32501 | 10.2 | 1/28/2025 |
| 10.14 | Registration Rights Agreement by and between Reed’s Inc., and D&D Source of Life Holdings Ltd. and certain other investors, dated May 25, 2023 | 8-K | 001-32501 | 10.3 | 5/31/2023 |
| 10.15 | Securities Purchase Agreement by and between Reed’s Inc. and certain investors, dated December 30, 2024 | 8-K | 001-32501 | 10.1 | 1/6/2025 |
| 10.16 | Registration Rights Agreement by and between Reed’s Inc. and certain investors, dated December 30, 2024 | 8-K | 001-32501 | 10.2 | 1/6/2025 |
| 10.17 | Senior Secured Loan and Security Agreement among Reed’s Inc., the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent, dated November 14, 2024 | 8-K | 001-32501 | 10.1 | 11/19/2024 |
| 10.18 | Grant of Security Interest in Copyright Rights by Reed’s Inc. in favor of Cantor Fitzgerald Securities, as collateral agent, dated November 14, 2024 | 8-K | 001-32501 | 10.3 | 11/19/2024 |
| Exhibit No. · Description · Form · File No. · Exhibit · Filing Date · Filed Herewith | |||||
|---|---|---|---|---|---|
| 10.19 | Grant of Security Interest in Patent Rights by Reed’s Inc. in favor of Cantor Fitzgerald Securities, as collateral agent, dated November 14, 2024 | 8-K | 001-32501 | 10.4 | 11/19/2024 |
| 10.20 | Grant of Security Interest in Trademark Rights by Reed’s Inc. in favor of Cantor Fitzgerald Securities, as collateral agent, dated November 14, 2024 | 8-K | 001-32501 | 10.5 | 11/19/2024 |
| 10.21 | Subordination Agreement by and among Reed’s Inc., Wilmington Savings Fund society, FSB, as holder representative and collateral agent, D&D Source of Life Holding Ltd. and Cantor Fitzgerald Securities, as administrative agent and collateral agent, dated November 14, 2024 | 8-K | 001-32501 | 10.6 | 11/19/2024 |
| 10.22 | Pledge Agreement by Reed’s Inc. in favor of Cantor Fitzgerald Securities, in its capacity as collateral agent, dated November 14, 2024 | 8-K | 001-32501 | 10.7 | 11/19/2024 |
| 10.23 | Exchange Agreement by and between Reed’s Inc. and D&D Source of Life Holding Ltd., dated November 18, 2024 | 8-K | 001-32501 | 10.8 | 11/19/2024 |
| 10.24 | Option Exercise and Sixth Amendment to the 10% Secured Convertible Notes by and between Reed’s Inc. and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent, dated August 1, 2024 | 10-Q | 001-32501 | 10.1 | 8/13/2024 |
| 10.25 | Securities Purchase Agreement by and between Reed’s Inc. and investors, dated September 9, 2024 | 8-K | 001-32501 | 10.1 | 9/13/2024 |
| 10.26 | Registration Rights Agreement by and between Reed’s Inc. and investors, dated September 9, 2024 | 8-K | 001-32501 | 10.2 | 9/13/2024 |
| 10.27 | Limited Waiver and Deferral Agreement by and between Reed’s Inc. and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent, dated May 17, 2024 | 10-Q | 001-32501 | 10.3 | 5/20/2024 |
| 10.28 | Amendment to Limited Waiver, Deferral, and Amendment and Restatement Agreement by and between Reed’s Inc. and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent, dated April 1, 2024 | 8-K/A | 001-32501 | 10.1 | 4/3/2024 |
| 10.29 | Limited Waiver, Deferral, and Amendment and Restatement Agreement by and between Reed’s Inc. and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent, dated February 12, 2024 | 8-K | 001-32501 | 10.3 | 2/13/2024 |
| 10.30+ | Retirement, Transition and Separation Agreement by and between Reed’s, Inc. and Norman E. Snyder, Jr. dated April 14, 2025 | 8-K | 001-32501 | 10.1 | 4/17/2025 |
| 10.31+ | Executive Employment Agreement by and between Reed’s, Inc. and Cyril Wallace dated April 16, 2025 | 8-K | 001-32501 | 10.2 | 4/17/2025 |
| 10.32 | Form of Securities Purchase Agreement by and between Reed’s, Inc. and certain accredited investors dated May 28, 2025 | 10-Q | 001-32501 | 10.4 | 8/13/25 |
| 10.33 | Form of Registration Rights Agreement by and between Reed’s, Inc. and certain accredited investors dated May 28, 2025 | 10-Q | 001-32501 | 10.4 | 8/13/25 |
| Exhibit No. | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith |
|---|---|---|---|---|---|---|
| 10.34 | Form of Securities Purchase Agreement, dated as of September 12, 2025, by and between Reed’s, Inc. and certain accredited investors | 8-K | 001-32501 | 10.1 | 9/16/2025 | |
| 10.35 | Form of Registration Rights Agreement, dated as of September 12, 2025, by and between Reed’s, Inc. and certain accredited investors | 8-K | 001-32501 | 10.1 | 9/16/2025 | |
| 10.36 | Amendment No. 1 to Senior Secured Loan and Security Agreement among Reed’s, Inc., the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent, dated September 26, 2025 | 8-K | 001-32501 | 10.1 | 9/26/2025 | |
| 10.37+ | Offer Letter by and between Reed’s Inc. and Neal M. Cohane dated December 17, 2025 | 8-K | 001-32501 | 10.1 | 12/29/2025 | |
| 19.1 | Insider Trading Policy | X | ||||
| 21.1 | Subsidiaries of Reed’s Inc. | X | ||||
| 23.1 | Consent of Weinberg & Co., PA., Independent Registered Public Accounting Firm | X | ||||
| 24.1 | Power of Attorney (included on the signature page) | X | ||||
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1# | Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
| 32.2# | Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
| 97 | Reed’s, Inc. Clawback Policy for Covered Executives | 10-K | 001-32501 | 97 | 4/1/2024 | |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document. | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document. | X | ||||
| 104 | Cover Page formatted as inline XBRL and contained in Exhibit 101. | X | ||||
| # | Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. |
|---|---|
| + | Indicates management contract or compensatory plan. |
| † | Certain schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
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