Form 8-K

8-K — REED'S, INC.

Accession: 0001493152-26-022492

Filed: 2026-05-12

Period: 2026-05-12

CIK: 0001140215

SIC: 2086 (BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 12, 2026

REED’S,

INC.

(Exact

name of Registrant as Specified in Its Charter)

Delaware

001-32501

35-2177773

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

501

Merritt 7 PH

Norwalk,

Connecticut

06851

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

Telephone Number, Including Area Code: (800) 997-3337

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

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

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

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:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

stock, $0.0001 par value per share

REED

NYSE

American LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☐

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. ☐

Item

2.02 Results of Operations and Financial Condition.

May 12, 2026, Reed’s, Inc., a Delaware corporation (the “Company”), issued a press release announcing financial results

for the quarter ended March 31, 2026. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K

and incorporated herein by reference.

The

information in this Item 2.02 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.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

99.1

Press Release, dated May 12, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

Reed’s,

Inc.

Date:

May 12, 2026

By:

/s/

Douglas W. McCurdy

Douglas

W. McCurdy

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Reed’s

Reports First Quarter 2026 Results

Management

Team to Host Conference Call Tomorrow at 8:30 a.m. ET

Norwalk,

CT, (May 12, 2026) – Reed’s, Inc. (NYSE American: REED) (“Reed’s” or the “Company”), owner

of the nation’s leading portfolio of handcrafted, natural ginger beverages, today announced financial results for the three months

ended March 31, 2026.

2026 Financial Highlights (vs. Q1 2025):

● Net

sales were $7.1 million compared to $10.0 million.

● Gross

profit was $0.7 million compared to $3.4 million, with gross margin of 10% compared to 34%.

● Delivery

and handling costs were $2.57 per case compared to $3.17 per case.

● Selling,

general and administrative expenses were $5.8 million compared to $3.5 million.

● Net

loss was $6.5 million compared to $2.0 million.

● EBITDA1

was $(6.2) million compared to $(1.7) million.

Neal

Cohane, Reed’s interim CEO stated, “We believe Reed’s operating performance in Q1 should not be viewed as indicative

of our expected performance for the balance of the year. Several factors contributed to the quarter’s results, many of which we

believe are transitional and are already being addressed through corrective actions initiated early in 2026.”

Key

factors impacting Q1 2026 performance included inventory rationalization activities associated with discontinued, underperforming, and

aged SKUs, elevated SG&A expenses related to prior commercial growth initiatives, softer sales execution across certain retail channels,

and gross margin pressure driven by higher input and wholesale costs. Sales performance during the quarter was also impacted by transitions

within portions of the Company’s packaging portfolio, certain can format changes, lower promotional trade activity, and reduced

shelf placements for select Reed’s and Virgil’s SKUs at key retail accounts. In addition, inconsistent engagement across

portions of the Company’s distributor and retail network contributed to weaker commercial execution during the quarter.

EBITDA is a non-GAAP financial measure. Definition of the non-GAAP measure used by Reed’s and a reconciliation of such measure

to the related GAAP financial measure can be found under the sections below titled “Non-GAAP Financial Measures” and “Reconciliation

of GAAP Financial Measure to Non-GAAP Financial Measure.”

Beginning

early in Q1 2026, Reed’s management initiated a series of corrective actions intended to stabilize the business, improve execution,

and position the Company for profitable growth:

● Increased

engagement with key retail and distribution partners to strengthen customer relationships,

support expanded SKU placements, and increase promotional activity across key accounts.

● Enhanced

inventory management processes and controls while continuing efforts to optimize the Company’s

product portfolio and working capital position through the rationalization of low-margin

and underperforming inventory.

● Adjusted

previously planned discontinuation efforts involving certain Reed’s and Virgil’s

heritage glass bottle products and Virgil’s ZERO sugar offerings following retailer

and consumer feedback.

● Expanded

retail media and e-commerce initiatives across key e-commerce platforms such as Instacart,

Walmart.com, Albertsons.com and Kroger.com, among others.

● Restructured

Amazon fulfillment operations by exiting certain warehouse agreements and partnering with

a leading Amazon marketplace operator to improve profitability and operating efficiency.

● Implemented

targeted reductions in headcount and marketing-related SG&A expenses and postponed certain

planned brand restage initiatives as part of broader cost optimization efforts.

● Expanded

national sales capabilities through a new agency partnership with one of the nation’s

largest commission-based sales agencies designed to increase retail coverage and improve

in-market execution across key channels. This partnership immediately expanded Reed’s

retail coverage and field presence with more than 80 sales professionals.

● Conducted

a comprehensive review of product-level profitability, pricing architecture, and supply chain

initiatives intended to improve gross margins, operating efficiency, and working capital

management.

● Appointed

Damian Warshall as Chief Operating Officer to support the execution of these operational

and commercial initiatives. Damian has a history with Reed’s and the Company believes

his operational experience positions him well to lead this next phase of operational and

commercial execution.

Cohane

added, “As interim CEO, my immediate priority is to strengthen the business, improve execution, and reinforce confidence across

all aspects of the organization. While our first quarter results were below our expectations, we have moved quickly and decisively to

address key operational and commercial areas of focus, strengthen customer and distributor relationships, streamline our cost structure,

and increase focus on profitability. We believe Reed’s and Virgil’s remain highly recognizable brands with strong consumer

awareness and significant untapped potential in both retail and e-commerce channels. We believe the actions taken over the past several

months are laying the foundation for improved execution, stronger margins, and renewed topline momentum as we move through 2026. Although

there is still substantial work ahead, I am encouraged by the early progress we are seeing across the business and believe these efforts

will help reposition Reed’s for long-term sustainable growth and shareholder value creation.”

First

Quarter 2026 Financial Results

During

the first quarter of 2026, net sales were $7.1 million, compared to $10.0 million in the prior year period. The decrease was primarily

driven by lower volumes with recurring national customers and higher promotional and other allowances.

Gross

profit for the first quarter of 2026 was $0.7 million, compared to $3.4 million in the prior year period. Gross margin was 10% compared

to 34% in the prior year period. The decrease in gross margin was primarily driven by liquidation of select slow-moving product and inventory

write-offs related to changes in product portfolio optimization.

Delivery

and handling costs decreased by 31% to $1.1 million during the first quarter of 2026 compared to $1.6 million in the first quarter of

2025, primarily driven by continued improvements in logistics efficiency and freight optimization. Delivery and handling costs were 16%

of net sales, or $2.57 per case, compared to 16% of net sales, or $3.17 per case, during the same period last year.

Selling,

general and administrative expenses were $5.8 million, compared to $3.5 million in the prior year period. The increase was primarily

driven by investments in personnel, marketing and related services to support the Company’s Asia growth initiative.

Net

loss during the first quarter of 2026 was $6.5 million, or $(0.55) per share, compared to a net loss of $2.0 million, or $(0.27)

per share, in the prior year period.

EBITDA1

was $(6.2) million in the first quarter of 2026 compared to $(1.7) million in the year-ago period.

Liquidity

and Cash Flow

For

the first quarter of 2026, cash used in operations was $5.8 million compared to cash used of $5.4 million in the year-ago period.

of March 31, 2026, the Company had approximately $4.6 million of cash and $9.2 million of total debt net of deferred financing fees.

This compares to $10.4 million of cash and $9.2 million of total debt net of deferred financing fees at December 31, 2025.

Conference

Call

The

Company will conduct a conference call tomorrow, May 13, 2026, at 8:30 a.m. Eastern time to discuss its results for the three months

ended March 31, 2026.

Reed’s

leadership team will host the conference call, followed by a question-and-answer period.

Date:

Wednesday, May 13, 2026

Time:

8:30 a.m. Eastern time

Toll-free

dial-in number: (800) 717-1738

International

dial-in number: (646) 307-1865

Conference

ID: 88557

Webcast:

Reed’s Q1 2026 Conference Call

Please

dial into the conference call 5-10 minutes prior to the start time. An operator will register your name and organization. If you have

any difficulty connecting with the conference call, please contact the company’s investor relations team at (720) 330-2829.

The

conference call will also be broadcast live and available for replay on the investor relations section of the Company’s website

at https://investor.reedsinc.com.

About

Reed’s, Inc.

Reed’s

is an innovative company and category leader that provides the world with high quality, premium and better-for-you sodas. 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 32,000 stores nationwide.

Non-GAAP

Financial Measures

addition to our U.S. GAAP results, we present EBITDA as a supplemental measure of our performance. However, EBITDA is not a recognized

measurement under U.S. GAAP and should not be considered as an alternative to net income, income from operations or any other performance

measure derived in accordance with U.S. GAAP, or as an alternative to cash flow from operating activities as a measure of liquidity.

We define EBITDA as net income (loss), plus interest expense, tax expense, and depreciation and amortization.

Management

considers our core operating performance to be that which our managers can affect in any particular period through their management of

the resources that affect our underlying revenue and profit generating operations during that period. Non-GAAP adjustments to our results

prepared in accordance with U.S. GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider

them appropriate for supplemental analysis. In evaluating EBITDA, you should be aware that in the future we may incur expenses that are

the same as or similar to some of the adjustments in this presentation. Our presentation of EBITDA should not be construed as an inference

that our future results will be unaffected by unusual or non-recurring items.

present EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent

basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use EBITDA in developing

our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential

acquisitions; making compensation decisions; and in communications with our board of directors concerning our financial performance.

EBITDA has limitations as an analytical tool, which includes, among others, the following:

● EBITDA

does not reflect our cash expenditures, or future requirements, for capital expenditures

or contractual commitments;

● EBITDA

does not reflect changes in, or cash requirements for, our working capital needs;

● EBITDA

does not reflect future interest expense, or the cash requirements necessary to service interest

or principal payments, on our debts; and

● Although

depreciation and amortization are non-cash charges, the assets being depreciated and amortized

will often have to be replaced in the future, and EBITDA does not reflect any cash requirements

for such replacements.

Forward-Looking

Statements

This

press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements

that are not historical are forward-looking statements. These forward- looking statements may be identified by terms such as “believe,”

“expect,” “intends,” “outlook,” “may,” “will” and similar expressions. Forward-looking

statements include, but are not limited to, statements herein with respect to implied or express statements regarding the Company’s

expectations relating to its business strategy, growth initiatives, operational improvements, and the impact of recent leadership changes,

including the Company’s belief that its first quarter results are not indicative of future performance and that its corrective

efforts will help reposition the Company for long-term sustainable growth and shareholder value creation. 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. These risks could materially

impact our ability to access raw materials, production, transportation and/or other logistics needs.

any such risks or uncertainties materialize or if any of the assumptions prove incorrect, Reed’s actual results could differ materially

from the results expressed or implied by the forward-looking statements we make. The risks and uncertainties referred to above 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 ability to attract and retain qualified management

and personnel; 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 business expansion and 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; general economic conditions;

the effect of evolving domestic and foreign government regulations; and other risks detailed from time to time in Reed’s public

filings, including Reed’s annual report on Form 10-K filed on March 25, 2026, which will be 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.

Investor

Relations Contact

Sean

Mansouri, CFA or Aaron D’Souza

Elevate

ir@reedsinc.com

(720)

330-2829

REED’S,

INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

For

the Three Months Ended March 31, 2026 and 2025

(Unaudited)

(Amounts

in thousands, except share and per share amounts)

March 31,

2026

March 31,

2025

Net Sales

$ 7,142

$ 10,029

Cost of goods sold

5,707

6,526

Cost of discontinued inventory

738

101

Total cost of goods sold

6,445

6,627

Gross profit

697

3,402

Operating expenses:

Delivery and handling expense

1,120

1,627

Selling and marketing expense

1,747

1,502

General and administrative expense

4,045

2,015

Total operating expenses

6,912

5,144

Loss from operations

(6,215 )

(1,742 )

Other expense

(45 )

Interest expense, net

(204 )

(289 )

Net loss

$ (6,464 )

$ (2,031 )

Net loss per share – basic and diluted

$ (0.55 )

$ (0.27 )

Weighted average number of shares outstanding – basic and diluted

11,820,429

7,561,875

REED’S,

INC,

CONDENSED

CONSOLIDATED BALANCE SHEETS

(Amounts

in thousands, except share amounts)

March 31,

2026

December 31,

2025

(Unaudited)

ASSETS

Current assets:

Cash

$ 4,580

$ 10,424

Accounts receivable, net of allowance of $982 and $980, respectively

2,912

2,317

Inventory, net

8,048

8,046

Prepaid expenses and other current assets

1,307

673

Total current assets

16,847

21,460

Property and equipment, net of accumulated depreciation of $827 and $785, respectively

1,189

1,231

Intangible assets

650

Total assets

$ 18,686

$ 23,341

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 5,062

$ 3,496

Accrued expenses

878

669

Deferred revenue

Senior secured loan, net of deferred financing costs of $45 and $68, respectively

9,205

9,182

Current portion of lease liabilities

Total current liabilities

15,195

13,387

Lease liabilities, less current portion

799

803

Total liabilities

15,994

14,190

Commitments and Contingencies

Stockholders’ equity:

Series A Convertible Preferred stock, $10 par value, 500,000 shares authorized, 9,411 shares issued and outstanding

Common stock, $.0001 par value, 60,000,000 shares authorized; 11,820,429 and 11,820,429 shares issued and outstanding, respectively

Additional paid in capital

176,788

176,783

Accumulated deficit

(174,195 )

(167,731 )

Total stockholders’ equity

2,692

9,151

Total liabilities and stockholders’ equity

$ 18,686

$ 23,341

REED’S,

INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

For

the Three Months Ended March 31, 2026 and 2025

(Unaudited)

(Amounts

in thousands)

March 31,

2026

March 31,

2025

Cash flows from operating activities:

Net loss

$ (6,464 )

$ (2,031 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation

Amortization of debt discount

Fair value of vested options

Allowance for estimated credit losses

982

980

Discontinued inventory

738

101

Lease liabilities

(11 )

Changes in operating assets and liabilities:

Accounts receivable

(1,577 )

(1,330 )

Inventory

(740 )

(4,320 )

Prepaid expenses and other assets

(634 )

(293 )

Decrease in right of use assets

Accounts payable

1,566

989

Accrued expenses

209

330

Deferred revenue

Net cash used in operating activities

(5,844 )

(5,362 )

Cash flows from investing activities:

Trademark costs

(1 )

Purchase of property and equipment

(73 )

Net cash used in investing activities

(74 )

Cash flows from financing activities:

Payment of cost recorded as debt discount

(18 )

Amounts from former related party, net

(75 )

Net cash used in financing activities

(93 )

Net decrease in cash

(5,844 )

(5,529 )

Cash at beginning of period

10,424

10,391

Cash at end of period

$ 4,580

$ 4,862

Supplemental disclosures of cash flow information:

Cash paid for interest

$ 185

$ 199

REED’S, INC.

RECONCILIATION OF

GAAP FINANCIAL MEASURE TO NON-GAAP FINANCIAL MEASURE

For the Three Months

Ended March 31, 2026 and 2025

(Unaudited)

(Amounts in thousands)

Three Months Ended

March 31,

2026

2025

Net loss

$ (6,464 )

$ (2,031 )

EBITDA adjustments:

Interest expense

204

289

Depreciation and amortization

Total EBITDA adjustments

$ 246

$ 342

EBITDA

$ (6,218 )

$ (1,689 )

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dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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