Form 8-K
8-K — REED'S, INC.
Accession: 0001493152-26-038386
Filed: 2026-08-14
Period: 2026-08-12
CIK: 0001140215
SIC: 2086 (BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS)
Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item: Other Events
Item: Financial Statements and Exhibits
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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)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 12, 2026
REED’S,
INC.
(Exact
name of Registrant as Specified in Its Charter)
Delaware
001-32501
35-2177773
(State
or Other Jurisdiction
of
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 ☐
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. ☐
Item
3.01 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 operations and/or net losses in two of its three most recent fiscal years. The Notice also indicates
that the Company is not currently eligible for any exemption in Section 1003(a) of the Company Guide (including the exemption provided
for companies with total value of market capitalization exceeding $50 million, among other requirements).
As
previously disclosed, in connection with its non-compliance with Section 1003(a)(ii) and Section 1003(a)(iii), the Company must submit
a plan (the “Plan”) to the NYSE American advising of actions it has taken or will take to regain compliance with the continued
listing standards by November 29, 2027. On June 26, 2026, the Company submitted the Plan to NYSE American. On August 12, 2026, NYSE American
determined to accept the Plan, and the Company will be subject to periodic reviews, including quarterly monitoring for compliance with
the Plan. If the Company is not in compliance with the continued listing standards by November 29, 2027, or if the Company does not make
progress consistent with the Plan, the NYSE American will initiate delisting proceedings as appropriate. The Company may appeal a staff
delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.
The
Notice has no immediate impact on the listing of the Company’s shares of common stock, which will continue to be listed and traded
on the NYSE American during this period, subject to the Company’s compliance with the other listing requirements of the NYSE American.
The common stock will continue to trade under the symbol “REED”, but will have an added designation of “.BC”
to indicate that the status of the common stock is “below compliance”.
The
Notice does not affect the Company’s ongoing business operations or its reporting requirements with the U.S. Securities and Exchange
Commission.
The
Company is committed to achieving compliance with the NYSE American’s continued listing standards. Pursuant to the Plan, the Company
intends to regain compliance with the NYSE American continued listing standards by November 29, 2027; however, there can be no assurance
that the Company will be able to achieve compliance with the NYSE American’s continued listing standards within the required timeframe.
Item
8.01 Other Events.
On
August 14, 2026, in accordance with the NYSE American’s procedures, the Company issued a press release discussing the matters
disclosed in Item 3.01 of this Current Report on Form 8-K. A copy of the press release is included herewith as Exhibit 99.1, which is
incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number
Description
99.1
Press
Release, dated August 14, 2026.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
2
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report 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 surrounding the regaining compliance with the NYSE American’s continued listing standards, and actions of the Company
and/or the NYSE American to be taken with respect to matters discussed in the Notice. 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 cause actual results to differ
materially from those discussed in such forward-looking statements.
The
risks and uncertainties referred to above include, but are not limited to: the Company’s ability to regain compliance with the
listing standards set forth in the Company Guide by November 29, 2027, and other risks detailed from time to time in the Company’s
public filings, including the Company’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. The Company assumes no obligation and does not intend to update these forward-looking statements, except
as required by law.
3
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:
August 14, 2026
By:
/s/
Douglas W. McCurdy
Douglas
W. McCurdy
Chief
Financial Officer
4
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 2
Exhibit
99.1
Reed’s
Receives NYSE Deficiency Notification Regarding Stockholders’ Equity
NORWALK,
Conn., August 14, 2026 – Reed’s, Inc. (NYSE American: REED) (“Reed’s” or the “Company”),
owner of the nation’s leading portfolio of handcrafted, natural ginger beverages, announced that on August 12, 2026, the Company
received a notice (the “Notice”) from NYSE American LLC (“NYSE American”) that the Company is below compliance
with Section 1003(a)(i) of NYSE American’s listing standards set forth in Part 10 of the NYSE American Company Guide (the “Company
Guide”) because the Company reported stockholders’ deficit of $(1.5) million and losses from continuing operations and/or
net losses in its five most recent fiscal years ended December 31, 2025. The Company is also not currently eligible for any exemption
in Section 1003(a) of the Company Guide from the stockholders’ equity requirements.
As
previously announced, in connection with its non-compliance with Section 1003(a)(ii) and Section 1003(a)(iii) of the Company Guide, the
Company must submit a plan (the “Plan”) to the NYSE American advising of actions it has taken or will take to regain compliance
with the continued listing standards by November 29, 2027. On June 26, 2026, the Company submitted the Plan to NYSE American. On August
12, 2026, NYSE American determined to accept the Plan, and the Company will be subject to periodic reviews, including quarterly monitoring
for compliance with the Plan. If the Company is not in compliance with the continued listing standards by November 29, 2027, or if the
Company does not make progress consistent with the Plan, the NYSE American will initiate delisting proceedings as appropriate. The Company
may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.
The
Notice has no immediate impact on the listing of the Company’s shares of common stock, which will continue to be listed and traded
on the NYSE American during this period, subject to the Company’s compliance with the other listing requirements of the NYSE American.
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.
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 surrounding the regaining compliance with the NYSE American’s continued listing standards, and actions of the Company
and/or the NYSE American to be taken with respect to matters discussed in the Notice. 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 cause actual results to differ
materially from those discussed in such forward-looking statements.
The
risks and uncertainties referred to above include, but are not limited to: Reed’s ability to regain compliance with the listing
standards set forth in the Company Guide by November 29, 2027, and other risks detailed from time to time in Reed’s public filings,
including Reed’s Annual Report on Form 10-K for the year ended December 31, 2025 filed on March 25, 2026, as updated by Reed’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed on August 12, 2026, which are 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
ir@reedsinc.com
(720)
330-2829
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Aug. 12, 2026
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