Form 8-K

8-K — REED'S, INC.

Accession: 0001493152-26-018928

Filed: 2026-04-24

Period: 2026-04-24

CIK: 0001140215

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

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

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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): April 24, 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 5.02 Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

April 24, 2026, Reed’s, Inc. (the “Company”) announced the appointment of Damian Warshall as the Company’s Chief

Operating Officer, effective April 27, 2026, assuming the role from Neal M. Cohane, who will continue to serve as the Company’s

interim Chief Executive Officer.

Mr.

Warshall, 43, most recently served as Chief Operating Officer of Pittston Co-Packers from April 2025 to April 2026. Prior to that,

he served as Vice President of Operations of Munk Pack, from June 2024 to March 2025. Previously, Mr. Warshall served as the Vice

President of Operations for the Company, from October 2020 to May 2024. Mr. Warshall earned a Master of Business Administration from

the University of Virginia and a Bachelor of Science in Business Administration in Accounting and Finance from Georgetown

University.

connection with Mr. Warshall’s appointment, the Company entered into an Offer of Employment with Mr. Warshall (the “Warshall

Offer Letter”), pursuant to which Mr. Warshall will receive an initial annual base salary of $300,000, less applicable withholdings,

and will be eligible for an initial annual target bonus of up to 80% of his annual base salary. A copy of the Warshall Offer Letter is

attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the

Warshall Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Warshall

Offer Letter.

Mr.

Warshall is eligible to enter into the Company’s standard form of indemnification agreement.

There

are no family relationships between Mr. Warshall and any director or executive officer of the Company, and Mr. Warshall is not a party

to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation

FD Disclosure.

April 24, 2026, the Company issued a press release announcing Mr. Warshall’s appointment. The press release is furnished as Exhibit

99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The

information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished pursuant

to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,

as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The

information shall not be deemed incorporated by reference into any other filing with the Securities Exchange Commission made by the Company

regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such

filing.

Item 9.01 Financial

Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

10.1

Offer of Employment, dated April 10, 2026, between the Company and Damian Warshall.

99.1

Press Release, dated April 24, 2026.

104

Cover

Page Interactive Date 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:

April 24, 2026

By:

/s/

Douglas W. McCurdy

Douglas

W. McCurdy

Chief

Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

Reed’s

Announces Appointment of Damian Warshall as Chief Operating Officer

NORWALK,

CT, (April 24, 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 the appointment of Damian Warshall

as Chief Operating Officer, effective April 27, 2026.

Mr.

Warshall is a seasoned consumer packaged goods (CPG) operations executive with deep expertise in scaling beverage manufacturing operations,

enhancing supply chain efficiency and driving profitable growth across complex organizations. Most recently, he served as Chief Operating

Officer at Pittston Co-Packers, where he led the revitalization of a large-scale beverage manufacturing facility and secured a multi-million-dollar

revenue pipeline. Prior to this, he served as Vice President of Operations at Munk Pack, leading production and commercialization initiatives,

including a nationwide retail launch. Mr. Warshall is well known to Reed’s, having previously served as Vice President of Operations.

He holds an M.B.A. from the University of Virginia’s Darden School of Business and a B.S.B.A. in Accounting and Finance from Georgetown

University.

“Damian’s

operational leadership and proven ability to build efficient, scalable manufacturing and supply chain systems position him well to enhance

execution across our business operations,” said Neal Cohane, Interim Chief Executive Officer of Reed’s. “He brings

a strong track record of driving operational discipline, improving cost structures and supporting profitable growth, which we believe

will be critical as we continue to optimize our business. We believe his experience will be instrumental in strengthening our operational

foundation, improving margins and creating long-term value for our shareholders.”

Mr.

Warshall added, “I’m excited to return to Reed’s as Chief Operating Officer and to work alongside the team to further

strengthen our operational capabilities. Our priorities will focus on driving efficiencies across our manufacturing and logistics network,

increasing throughput, and enhancing execution with our partners. Delivering more consistent, scalable performance will be a central

focus in 2026 and beyond as we continue to build a stronger, more efficient operating platform.”

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 beverages. 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

Safe Harbor Statement

This

press release contains forward-looking statements which are subject to the safe harbor provisions of the Private Securities Litigation

Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts, reflect management’s expectations

as of the date of this press release, and involve certain risks and uncertainties. Forward-looking statements include, but are not limited

to, statements herein with respect to implied or express statements regarding the anticipated contributions and impact of the executive

appointment, and the Company’s expectations regarding its business strategies and plans and its ability to create long-term value

for our shareholders. These forward-looking statements are based on our current expectations and may differ materially from actual results

due to a variety of factors, including the risk factors and uncertainties described under the caption “Risk Factors” in the

Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December

31, 2025, filed with the Securities and Exchange Commission on March 25, 2026. The forward-looking statements in this press release are

based on information available to the Company as of the date hereof, and the Company disclaims any obligation to update any 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

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