As filed with the Securities and Exchange Commission on ~~September~~November 1912, 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~~

UNDER

THE SECURITIES ACT OF 1933

REED’S, INC.

(Exact name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Delaware	2086	35-2177773
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)
(State or Other Jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

501 Merritt 7 ~~Corporate Park~~PH

Norwalk, Connecticut 06851

Tel: (800) 997-3337

(Address, ~~and~~including ~~telephone~~Zip ~~number~~Code, ofand ~~principal~~Telephone ~~executive~~Number, ~~offices~~Including ~~and~~Area ~~principal~~Code, ~~place~~ of ~~business~~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~~Address, Including Zip Code, and ~~telephone~~Telephone ~~number~~Number, Including Area Code, of ~~agent~~Agent for ~~service~~Service)

~~With~~Copies ~~copy~~ to:

~~Steven~~ Yvan-Claude Pierre Courtney M.W. ~~Skolnick~~Tygesson Cooley LLP 110 North Wacker Drive Suite 4200 Chicago, IL 60606 Tel: (312) 881-6500 Faith L. Charles Thompson Hine LLP 300 Madison Avenue, 27th Floor New York, New York 10017 Tel: (212) 908-3905

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

~~1251~~If ~~Avenue~~any of the ~~Americas~~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. ☐

~~New~~If ~~York~~this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, NYcheck ~~10020~~the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~Telephone:~~If this Form is a post-effective amendment filed pursuant to Rule 462(~~212~~c) ~~262-6700~~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. ☐

~~Approximate~~If ~~date~~this ofForm ~~commencement~~is ofa ~~proposed~~post-effective ~~sale~~amendment filed pursuant to Rule 462(d) under the ~~public:~~Securities AsAct, ~~soon~~check asthe ~~practicable~~following ~~after~~box and list the Securities ~~effective~~Act ~~date~~registration statement number of ~~this~~the ~~Registration~~earlier ~~Statement~~effective registration statement for the same offering. ☐

IfIndicate ~~any~~by ofcheck ~~the~~mark ~~securities~~whether ~~being~~the ~~registered~~registrant onis ~~this~~a ~~form~~large ~~are~~accelerated tofiler, bean ~~offered~~accelerated onfiler, a ~~delayed~~non-accelerated orfiler, ~~continuous~~a ~~basis~~smaller ~~pursuant~~reporting company toor ~~Rule~~an ~~415~~emerging ~~under~~growth company. See the ~~Securities~~ ~~Act~~definitions of ~~1933~~“large accelerated filer,” ~~check~~“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ~~following~~Exchange ~~box~~Act. ☒☐

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:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

~~The Registrant~~This ~~hereby~~registration ~~amends~~statement ~~this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant~~ shall ~~file a further amendment which specifically states that this Registration Statement shall thereafter~~ hereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933 ~~or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine~~.

~~The information~~If inthe ~~this~~Securities ~~prospectus is not complete~~ and ~~may~~Exchange beCommission ~~changed.~~resumes full ~~Neither~~operation webefore ~~nor~~ the ~~selling shareholders may sell these securities until the~~ registration statement ~~filed~~becomes ~~with the Securities and Exchange Commission is~~ effective., ~~This~~we ~~prospectus~~may isfile ~~not~~ an ~~offer~~amendment to ~~sell these~~this ~~securities~~registration ~~and~~statement itrequesting a isdelay ~~not~~or ~~soliciting~~change ~~an offer to buy these securities~~ in ~~any~~the ~~state~~effectiveness ~~where~~of the ~~offer~~registration ~~or sale is prohibited~~statement.

~~Subject~~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 ~~completion,~~sell nor ~~dated~~does ~~September~~it ~~19,~~seek ~~2025~~an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED NOVEMBER 12, 2025

51,~~000~~326,~~000~~260 Shares ~~of Common Stock~~

~~This~~Common prospectus covers the resale by the selling shareholders of Reed’s, Inc. (“Reed’s,” “we,” “us” or the “Company”) identified in the “Selling Shareholders” section of this prospectus of up to an aggregate of 5,000,000 shares of our common stock. We will not receive any of the proceeds from the sale of the shares of common stock pursuant to this prospectus. Stock

~~The~~We ~~selling~~are ~~shareholders~~offering ~~or their permitted transferees~~1, ~~pledgees~~326,260 ~~assignees, distributees, donees or successors or others who later hold any of the selling shareholders’ interests in the~~ shares of ~~common~~our ~~stock described this prospectus may offer and sell the shares of~~ common stock ~~described in this prospectus in a number of different ways and at varying prices~~. We provide more information about how a selling shareholder may sell its shares of common stock in the section titled “Plan of Distribution” appearing elsewhere in this prospectus. We will pay the expenses incurred in registering the securities covered by the prospectus, including legal and accounting fees.

Our common stock is quoted on ~~OTC Markets~~ the OTCQX Best Market under the symbol “REED.” ~~The~~On November 11, 2025, the last reported sale price offor our common ~~stock~~ stock on ~~September~~the ~~17,~~OTCQX ~~2025~~Best Market was $07.9754 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.

~~You~~On October 31, 2025, we effected a ~~should~~1-for-6 ~~read~~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 ~~together~~our ~~with~~financial ~~additional~~statements ~~information~~and ~~described~~the ~~under~~notes thereto, have been adjusted to account for the ~~headings~~Reverse ~~“Information~~Stock ~~Incorporated~~Split, byand unless otherwise ~~Reference”~~indicated, ~~and~~all ~~“Where~~such ~~You~~amounts ~~Can~~and ~~Find~~corresponding ~~More~~conversion ~~Information,”~~price ~~carefully~~or ~~before~~exercise ~~you~~price ~~invest~~data set forth in ~~any~~this ofprospectus ~~our~~have ~~securities~~been adjusted to give effect to the Reverse Stock Split.

~~Investing~~We inare ~~our~~a “smaller reporting company” as defined under the U.S. federal securities ~~involves~~laws ~~risks~~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 “~~Risk~~Prospectus ~~Factors~~Summary—Implications of Being a Smaller Reporting Company.” In ~~beginning~~addition, onif ~~page~~our 7application 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 ~~prospectus~~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.

~~Neither~~Investing ~~the~~in ~~Securities~~our ~~and~~common ~~Exchange~~stock ~~Commission~~involves ~~nor~~risks. ~~any~~See ~~state~~the ~~securities~~section ~~commission~~titled ~~has~~“Risk ~~approved~~Factors” orbeginning ~~disapproved~~on page 12 of ~~these~~this ~~securities~~prospectus orand ~~determined~~under ifsimilar headings in the documents incorporated by reference into this prospectus isto ~~truthful~~read orabout ~~complete.~~factors ~~Any~~you ~~representation~~should toconsider ~~the~~before ~~contrary~~buying shares isof aour ~~criminal~~common ~~offense~~stock.

~~The~~Neither ~~date~~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 , ~~2025~~a criminal offense.

	PER SHARE	TOTAL
Public Offering Price	$	$
Underwriting Discounts and Commissions⁽¹⁾	$	$
Proceeds, Before Expenses, to Reed’s, Inc.	$	$

(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

INFORMATION CONTAINED IN THIS PROSPECTUS	3
		Page
WHERE YOU CAN FIND MORE INFORMATION	3
PROSPECTUS SUMMARY		1
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	4
THE OFFERING		9
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	5
SUMMARY CONSOLIDATED FINANCIAL INFORMATION		10
RISK FACTORS	7	12
THE COMPANY	8
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		32
DESCRIPTION OF COMMON STOCK	15
MARKET AND INDUSTRY DATA		34
PRIVATE PLACEMENT OF COMMON STOCK	17
USE OF PROCEEDS		35
SUMMARY OF THE OFFERING	17
DIVIDEND POLICY		36
USE OF PROCEEDS	17
CAPITALIZATION		37
SELLING SHAREHOLDERS	17
DILUTION		39
PLAN OF DISTRIBUTION	19
PRINCIPAL STOCKHOLDERS		41
LEGAL MATTERS	20
DESCRIPTION OF CAPITAL STOCK		42
EXPERTS	20
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS		47
MATERIAL CHANGES	20
UNDERWRITING		51
LEGAL MATTERS		55
EXPERTS		55
WHERE YOU CAN FIND ADDITIONAL INFORMATION		55
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		56

2We 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.

~~INFORMATION~~For ~~CONTAINED~~investors INoutside ~~THIS~~the ~~PROSPECTUS~~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.

We incorporate by reference important information into this prospectus. You may obtain the information incorporated by reference without charge by following the instructions under “Where You Can Find More Information.” You should carefully read this prospectus as well as additional information described under “Incorporation of Certain Information by Reference,” before deciding to invest in our securities.i

~~Unless~~PROSPECTUS the context otherwise requires, “Reed’s,” “Company,” “we,” “us” and “our” refer to Reed’s, Inc., and “selling shareholders” and “selling shareholder” refer to one or more selling shareholders identified in the “Selling Shareholders” section of this prospectus and their respective permitted transferees, pledgees, assignees, distributees, donees or successors or others who later hold any of the selling shareholders’ interests in any of the securities. References to “securities” include any security that we or the selling shareholders might offer under this prospectus or any prospectus supplement.SUMMARY

WeThis ~~have~~summary ~~filed~~highlights orselected ~~incorporated~~information bycontained ~~reference~~in ~~exhibits~~greater todetail ~~the~~elsewhere ~~registration~~in ~~statement~~this prospectus. This summary is not complete and does not contain all of ~~which~~the information you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, ~~forms~~including athe ~~part~~information incorporated by reference herein. You should ~~read~~carefully consider, among other things, the ~~exhibits~~section ~~carefully~~titled “Risk Factors” included elsewhere in this prospectus and the risk factors incorporated by reference herein, the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes thereto included in our Annual Report on Form 10-K for ~~provisions~~the ~~that~~year ~~may~~ended December be31, ~~important~~2024 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, which are incorporated by reference herein. Some of the statements in this summary constitute forward-looking statements; see the section titled “Special Note Regarding Forward-Looking Statements.” Unless the context otherwise requires, the terms the “Company,” “Reed’s,” “we,” “us,” “our,” and similar references in this prospectus refer to ~~you~~Reed’s, Inc. and its consolidated subsidiaries.

We have not authorized any dealer, salesperson or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on its front cover or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or securities are sold on a later date. Our business, financial condition, results of operations and prospects may have changed since those dates.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-1 under the Securities Act, as amended (the “Securities Act”) for the securities being offered by this prospectus. This prospectus, which is part of the registration statement, does not contain all of the information included in the registration statement and the exhibits. For further information about us and the securities offered by this prospectus, you should refer to the registration statement and its exhibits. References in this prospectus to any of our contracts or other documents are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. SEC filings are also available to the public at the SEC’s website at www.sec.gov.

We are subject to the reporting and information requirements of the Exchange Act and, as a result, we file periodic and current reports, proxy statements and other information with the SEC. We make our periodic reports and other information filed with or furnished to the SEC, available, free of charge, through our website as soon as reasonably practicable after those reports and other information are filed with or furnished to the SEC. Additionally, these periodic reports, proxy statements and other information are available for inspection and copying at the public reference room and website of the SEC referred to above.

In addition, we maintain a website at the following address: www.reedsinc.com. The information on our website is not incorporated by reference in this prospectus. We also make available on or through our website certain reports and amendments to those reports that we file with or furnish to the SEC in accordance with the Securities Exchange Act of 1934, as amended (“Exchange Act”). These include our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. We make this information available on our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. In addition, we routinely post on the “Investors” page of our website news releases, announcements and other statements about our business and results of operations, some of which may contain information that may be deemed material to investors. Therefore, we encourage investors to monitor the “Investors” page of our website and review the information we post on that page.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus. We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we have filed with the SEC (other than any filing or portion thereof that is furnished, rather than filed, under applicable SEC rules):

● our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025; ● our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025 and June 30, 2025, as filed with the SEC on May 14, 2025 and August 13, 2025, respectively; and ● our Current Reports on Form 8-K dated January 31, 2025 (as filed February 6, 2025), March 17, 2025 (as filed March 21, 2025), April 14, 2025 (as filed April 17, 2025), June 4, 2025 (as filed June 4, 2025), July 1, 2025 (as filed on July 8, 2025), September 8, 2025 (as filed September 12, 2025) and September 10, 2025 (as filed September 16, 2025).

Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after (i) the date of the initial registration statement and prior to effectiveness of the registration statement, and (ii) the date of this prospectus and before the termination or completion of any offering hereunder, shall be deemed to be incorporated by reference into this prospectus from the respective dates of filing of such documents, except that we do not incorporate any document or portion of a document that is “furnished” to the SEC, but not deemed “filed.”

Upon written or oral request made to us at the address or telephone number below, we will, at no cost to the requester, provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus (other than an exhibit to a filing, unless that exhibit is specifically incorporated by reference into that filing), but not delivered with this prospectus. You may also access this information on our website at www.reedsinc.com and the URL where incorporated reports and other reports may be accessed is http://reedsinc.com/investors/sec-filings/.

Investor Relations at Reed’s Inc.

501 Merritt 7 Corporate Park

Norwalk, Connecticut 06851

ir@reedsinc.com

(800) 997-3337 Ext. 2

Except as expressly provided above, no other information, including none of the information on our website, is incorporated by reference into this prospectus or any supplement to this prospectus. You should not consider any information on, or that can be accessed through, our website as part of this prospectus or any supplement to this prospectus (other than those filings with the SEC that we specifically incorporate by reference into this prospectus or any supplement to this prospectus).

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed modified, superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus modifies, supersedes or replaces such statement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference into this prospectus contain forward-looking statements. All statements, other than statements of historical facts, contained in this prospectus, including statements regarding strategy, future operations, future financial position, projected costs, prospects, plans and objectives of management, are forward-looking statements. Words such as, but not limited to, “anticipate,” “aim,” “believe,” “contemplate,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “suggest,” “strategy,” “target,” “will,” “would,” and similar expressions or phrases, or the negative of those expressions or phrases, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks and uncertainties and other factors that may cause our actual results, level of activity, performance or achievements expressed or implied by these forward-looking statements, to differ. Management cautions that these statements are qualified by their terms and/or important factors, many of which are outside of our control, involve a number of risks, uncertainties and other factors that could cause actual results and events to differ materially from the statements made, including, but not limited to, the following risk factors:

● Our ability to absorb, mitigate or pass on cost increases to our bottlers/distributors and/or customers; ● The impact of rising costs, interest rates, tariffs, and inflation on the discretionary income of our consumers, particularly the rising cost of energy; ● Uncertainties associated with an economic slowdown or recession that could negatively impact the financial condition of our customers and could result in a reduced demand for our products; ● The impact of the military conflict in Ukraine and the Middle East, including supply chain disruptions, volatility in commodity prices, increased economic uncertainty and escalating geopolitical tensions;

● The impact of logistical issues and delays; ● Our ability to effectively manage our inventories and/or our accounts receivables; ● Our ability to continue to generate sufficient cash flows to support our expansion plans and general operating activities; ● Our ability to raise additional capital to fund our operations; ● Changes in demand that are weather, or season related and/or for other reasons, including changes in product category and/or package consumption and changes in cost and availability of certain key ingredients including aluminum cans, as well as disruptions to the supply chain, as a result of climate change and poor or extreme weather conditions; ● The impact on our business of competitive products and pricing pressures and our ability to gain or maintain our share of sales in the marketplace as a result of actions by competitors; ● Our ability to implement and/or maintain price increases, including through reductions in promotional allowances; ● The effectiveness of sales and/or marketing efforts by us and/or by distributors of our products, most of whom distribute products that may be regarded as competitive with our products; ● The costs and/or effectiveness, now or in the future, of our advertising, marketing and promotional strategies; ● The failure of our co-packers to manufacture our products on a timely basis or at all; ● Our ability to make suitable arrangements and/or procure sufficient capacity for the co-packing of any of our products, the timely replacement of discontinued co-packing arrangements and/or limitations on co-packing availability; ● Volatility of stock prices which may restrict stock sales, stock purchases or other opportunities as well as negatively impact the motivation of equity award grantees; ● Any disruption in and/or lack of effectiveness of our information technology systems, including a breach of cyber security, which disrupts our business or negatively impacts customer relationships, as well as cybersecurity incidents involving data shared with third parties; ● Our ability to expand our operations into new markets; ● The imposition of additional regulation imposing excise taxes and/or sales taxes on sweetened beverages or alcoholic beverages; and ● Recruitment and retention of qualified senior management, other key employees and our employee base in general.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement. Forward-looking statements should be regarded solely as our current plans, estimates and beliefs. We have included important factors in the cautionary statements included in this document, particularly in the section entitled “Risk Factors” appearing elsewhere in this prospectus relating to factors that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. The forward-looking statements contained in this prospectus or in any document or report incorporated by this prospectus are made as of the date of this prospectus or such documents or reports, and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

RISK FACTORS

Our business is subject to numerous risks, as more fully described in the section entitled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, in Part II, Item 1A of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, and as may be described in our future filings with the SEC, which are incorporated by reference in this prospectus. Additional risks and uncertainties of which we are unaware, or that we currently deem immaterial, also may become important factors that affect us. You should also carefully consider the other information included or incorporated by reference in this prospectus. Each of the risks described in these documents could materially and adversely affect our business, financial condition, results of operations and prospects, and could result in a partial or complete loss of your investment.

THE COMPANY

Overview

~~Reed’s~~We are a branded beverage company offering a portfolio of natural, ~~Inc.~~ premium, and afunctional ~~Delaware~~beverages ~~corporation~~under (“the Reed’s” and Virgil’s brands. Our products are sold in over 32,000 outlets across the ~~“Company,”~~United States ~~“we,”~~and orin select international markets. We compete within the approximately $45 billion U.S. carbonated soft drink (“usCSD” ~~throughout~~) ~~this~~market ~~report)~~by ~~owns~~providing aalternatives ~~leading~~that ~~portfolio~~we ofbelieve ~~handcrafted~~are better-for-you, ~~natural~~with ~~beverages~~a ~~that~~focus ison ~~sold~~real inginger, ~~over~~clean-label 32ingredients,~~000~~ ~~outlets~~and ~~nationwide~~functional formulations.

~~These~~We ~~outlets~~operate ~~include~~an ~~the~~asset-light ~~natural~~business ~~and~~model ~~specialty~~that ~~food~~relies ~~channel,~~on ~~grocery~~a ~~stores,~~network ~~mass~~of ~~merchants,~~independent ~~drug stores, convenience stores, club stores, liquor stores, and on~~co-~~premises~~packers ~~locations including bars~~ and ~~restaurants~~distributors. ~~Reed’s~~We ~~two~~believe ~~core~~this ~~brands are Reed’s, which includes~~structure ~~Reed’s~~allows ~~Craft~~us ~~Ginger~~to ~~Beer,~~scale ~~Reed’s~~production ~~Real Ginger Ale~~efficiently, ~~Reed’s~~expand ~~Classic Mules~~distribution, and ~~Reed’s~~introduce ~~Hard~~innovation ~~Ginger~~without ~~Ale,~~significant ~~and~~capital ~~Virgil’s Handcrafted sodas~~expenditures. ~~Reed’s~~We further ~~Craft~~believe ~~Ginger~~this ~~Beers~~model ~~are~~positions ~~unique~~us ~~due~~ to ~~the~~respond ~~proprietary~~quickly ~~process~~to ofconsumer ~~using~~demand ~~fresh~~shifts ~~ginger~~and ~~root~~to ~~combined~~enter ~~with a~~new ~~Jamaican~~categories ~~inspired recipe of natural spices, honey~~ and ~~pineapple~~geographies ~~flavors, and fruit juices. Reed’s uses this same handcrafted approach~~ in ~~its Reed’s Real Ginger Ale and Virgil’s line of great tasting, bold flavored craft sodas, including its award-winning~~a ~~Virgil’s~~cost-efficient ~~Root Beer~~manner.

~~Reed’s~~We ishave ~~the~~50 ~~first~~products ~~ginger~~that ~~beer~~are insold throughout the ~~US;~~United ~~Virgil’s~~States, isCanada, anthe ~~independent~~United ~~natural~~Kingdom, ~~full~~South ~~line~~Africa, ~~craft~~the ~~soda~~Caribbean, the European Union, and isthe Asia-Pacific region. We produce our products through a ~~leader~~network inof ~~the~~seven ~~craft~~independent ~~soda~~manufacturers ~~category~~and distribute our products through five independent distribution centers.

Reed’s has 50 products that are sold throughout the United States, Canada, the United Kingdom, South Africa the Caribbean, and the European Union. It produces its products through a network of seven independent manufacturers and distribution through five independent distribution centers. In the first half of 2025, Reed’s began an expansion into new geographic markets in the Asia-Pacific region.

Our common stock has been quoted on the OTCQX “Best Market” since February 16, 2023. We are a “smaller reporting company”, meaning that the market value of our stock held by non-affiliates is less than $700.0 million and our annual revenue is less than $100.0 million during the most recently completed fiscal year. Our common stock is currently registered under section 12(g) of the Securities Exchange Act of 1934, as amended.

Industry Overview

~~Reed’s offers~~The ~~its~~U.S. ~~portfolio~~CSD market ofgrew ~~natural~~approximately ~~hand-crafted~~6% ~~beverages~~ in ~~the~~2024, ~~craft~~with ~~specialty~~the ~~foods~~ginger ~~industry~~ale assegment ~~natural~~increasing ~~alternatives~~approximately 9% to ~~the~~reach $452.1 billion ~~mainstream~~. ~~carbonated~~Functional ~~soft~~and ~~drinks (~~“~~CSD~~modern soda”) ~~market~~products inare ~~the~~expanding ~~United~~at ~~States~~double-digit asrates, ~~measured~~led by ~~IRI~~consumer ~~Multi~~demand ~~Outlet~~for ~~scan~~beverages ~~data.~~with ~~Reed’s products~~natural ~~are~~ingredients, ~~sold~~lower ~~across~~sugar, and ~~the~~added ~~country~~functional ~~and~~benefits. ~~internationally~~We inbelieve ~~the~~these ~~following~~trends ~~major~~create ~~channels:~~favorable ~~natural~~conditions ~~food,~~for ~~specialty~~our ~~food,~~brand ~~grocery~~portfolio, ~~mass merchant,~~which ~~convenience,~~is ~~club,~~aligned ~~drug,~~with ~~liquor,~~the following ~~and on~~macro-~~premises~~consumer ~~locations (bars and restaurants).~~drivers:

~~Carbonated Soft~~● ~~Drink~~Growing ~~Industry~~consumer ~~Overview~~recognition of ginger as a wellness ingredient ● Reduced sugar consumption ● Clean label and natural ingredient demand ● Premiumization, with consumers trading up to higher quality beverages ● Non-alcoholic alternatives with bold flavors

~~The retail~~Brand CSD category grew 6% during 2024 and the ginger ale segment grew 9% and is now a $2.1 billion-dollar market. Ginger ale growth, we believe, is driven primarily by a consumer perception of ginger ale as a healthier alternative to other sodas. Our new line of ginger ales made with real ginger deliver on this perception and, as a result, we believe there is substantial growth in this segment.Portfolio

~~Consumers~~We make our hand-crafted beverages with only premium, natural ingredients. Our products are ~~shifting~~free ~~consumption~~of genetically modified organisms (“GMOs”) and artificial preservatives. Over the years, Reed’s has developed several product offerings. In 2019, we streamlined our focus to ~~better-for-you~~our ~~products~~core categories of Reed’s Ginger Beverages and Virgil’s Craft Sodas. WeIn ~~believe~~April ~~there~~2020, iswe ~~significant~~launched ~~growth~~our ~~potential~~new ~~from~~line ~~consumers~~of ~~switching~~Reed’s Real ~~away~~Ginger ~~from~~Ales, in both Full Sugar and Zero Sugar varieties, made with fresh organic ginger. In 2021, we entered the alcohol space ~~mainstream~~with ~~beverages~~the launch of our RTD Classic Mule that ~~contain~~is ~~artificial~~7% ~~ingredients~~alcohol by volume (“ABV”) with Zero Sugar and ~~preservatives~~Hard ~~towards~~Ginger ~~great-tasting~~Ale which is 5% ABV and Zero Sugar. In April 2025, ~~natural~~we ~~alternatives~~launched a new multi-functional soda line that is formulated with organic ingredients.

The CSD market has been impacted by the emergence of functional or “modern soda” beverages that are formulated with functional ingredients to enhance hydration and provide additional benefits such as gut health, cognitive enhancement, immune support, and energy. Brands that have emerged and are driving category growth are Olipop, Poppi, Celsius, Alani Nu, and Culture Pop. These beverages are low in sugar and calories and contain minerals, vitamins, dietary fibers or adaptogens with an assortment of flavors. The primary consumers are Gen Z and Millennials seeking healthier alternatives to traditional soda.

In May 2025, Reed’s launched a new multi-functional soda line formulated with organic ginger, complex adaptogen mushroom extracts, and prebiotic fiber. Each serving contains only 5 grams of sugar, approximately 30 to 45 calories, 500 mg of adaptogens, and 2,000 to 5,000 mg of organic ginger. The flavor profile includes Berry Bubbly, Strawberry Vanilla, Lemongrass Ginger, and Root Beer. These beverages cater to the rising demand for health-conscious, functional refreshment options and position us at the forefront of the evolving beverage market. The debut of this line occurred in the second quarter of 2025. Presently the Company has secured approximately 9,000 points of distribution.

Consumer Trends Driving Growth for Our Products

The following is a list of consumer trends that are accelerating and supporting our brands:

● Natural: Interest in natural products is growing and approximately 59% of shoppers think it’s important for their products to be natural. Sales of natural products increased 6% in 2024 and are expected to continue in the 4-6% range for the next few years. ● Clean Label: The demand for clean label products has been steadily growing in recent years. This trend is driven by factors such as increased consumer awareness of food ingredients, rising health concerns, and a growing preference for natural and organic products. ● Reduced Sugar: 72% of U.S. consumers are looking to limit or avoid sugar. The global reduced-sugar food and beverage market is expected to grow at an annual rate of 9% through 2028. ● Plant Based: 52% of U.S. consumers have made dietary changes to include more plant-based foods and beverages. ● Ginger Based: Consumer demand for ginger-based products is growing due to increased awareness of ginger’s health benefits. The global ginger market is expected to grow at an annual rate of 9% from 2024 to 2032. ● Premiumization: A trend towards embracing quality has accelerated with consumers splurging on premium beverages at retail, including premium mixers. The premium beverage market is expected to grow at an annual rate of 6% from 2024 to 2031. The premium cocktail mixer market is expected to grow at an annual rate of 8% from 2024 to 2033. ● Nonalcoholic Beverages: More consumers are seeking nonalcoholic alternatives with bold and unique flavors. Nonalcoholic drink consumption is expected to increase by a third by 2026.

Our strategies will remain responsive to these macro consumer trends as we concentrate our efforts on developing the Company’s sales and marketing functions.

Our Products

We make our hand-crafted beverages with only premium, natural ingredients. Our products are free of genetically modified organisms (“GMOs”) and artificial preservatives. Over the years, Reed’s has developed several product offerings. In 2019, we streamlined our focus to our core categories of Reed’s Ginger Beverages and Virgil’s Craft Sodas. In April 2020, we launched our new line of Reed’s Real Ginger Ales, in both Full Sugar and Zero Sugar varieties, made with fresh organic ginger. In 2021, we entered the alcohol space with the launch of our RTD Classic Mule that is 7% alcohol by volume (“ABV”) with Zero Sugar and Hard Ginger Ale which is 5% ABV and Zero Sugar.

Reed’s Craft Ginger Beer

Reed’s Craft Ginger Beer is set apart from other ginger beers by its proprietary process of pressing fresh ginger root, its exclusive use of natural ingredients, and its authentic Jamaican-inspired recipe. We do not use artificial preservatives, artificial flavors, or colors, and Reed’s Ginger Beer is certified kosher. We offer different levels of fresh ginger content, ranging from our lightest-spiced Original, to our medium-spiced Extra, and finally to our spiciest Strongest. We also offer three sweetener options: one with cane sugar, and fruit juices; one with honey and pineapple juice; and another without sugar (Zero Sugar) made from an innovative blend of natural sweeteners. ~~In 2021, we expanded our Extra Ginger Beer portfolio into cans offerings.~~

As of ~~June~~September 30, 2025, the Reed’s Craft Ginger Beer line included five major varieties with a mix of bottles and cans:

Reed’s Original Ginger Beer – Our first to market product uses a Jamaican-inspired recipe that calls for ~~sparkling~~fresh ~~filtered water, pressed organic~~ ginger root, ~~honey~~lemon and lime, ~~pineapple~~ juice, ~~lemon~~honey and ~~lime~~pineapple ~~juices~~flavors, raw cane sugar, herbs and spices.

Reed’s Premium Ginger Beer – Our Original Ginger Beer sweetened with honey and pineapple juice. (No cane sugar added.)

Reed’s Extra Ginger Beer – Contains 50% more fresh ginger than Reed’s Original recipe for extra spice.

Reed’s Strongest Ginger Beer – Contains 125% more fresh ginger than Reed’s Original for the strongest spice.

Reed’s Zero Sugar Extra Ginger Beer – Launched in 2019, it uses a proprietary natural sweetening system for a zero-calorie version of our Reed’s Extra Ginger Beer.

Reed’s Real Ginger Ale

Reed’s Real Ginger Ale is unique for the category because it combines real fresh ginger with the classic, refreshing taste that consumers love. It contains nothing artificial and is non-GMO project verified. We offer two sweetener options: one with cane sugar and the other with our zero-calorie proprietary natural sweetening system.

Reed’s Real Ginger Ale – Launched in April 2020 in standard and sleek 12-ounce cans. It is the only mass market ginger ale made with organic fresh ginger.

Reed’s Zero Sugar Real Ginger Ale –Launched in April 2020 in standard and slim cans. It uses a proprietary sweetening system to match the great taste of the cane sugar version in a zero-calorie drink.

Reed’s Real Cranberry Ginger Ale – This seasonal product launched in the fall of 2021 and is a delicious holiday offering available September through December.

Reed’s Harvest Spiced Apple Cider – This seasonal product launched in the fall of 2022 and is a delicious holiday offering available September through December.

Reed’s Real Blackberry Ginger Ale - This seasonal product launched in the fall of 2024 and is a delicious holiday offering available September through December.

Reed’s Ready to Drink

Reed’s Zero Sugar Classic Mule – Launched in 2020 and currently sold in 14 states, Reed’s first-ever alcoholic offering is packed with REAL, fresh ginger root and made through a unique handcrafted brewing and fermentation process. It contains 7% ABV, and a light-spice flavor profile with no artificial colors, gluten, GMOs or caffeine. It is the ultimate mule, made with fresh ginger root, to be enjoyed anytime, anywhere.

102

Reed’s Zero Sugar Hard Ginger Ale – Launched in late ~~2002~~2022, our line of light refreshing hard ginger ales are available in four flavors: Mango, Cherry Lime, Strawberry Watermelon and Pineapple Coconut. They contain 5% ABV, 100 calories and zero carbohydrates and have no added sugar, artificial colors, gluten, GMOs or caffeine. They are made with fresh ginger root, to be enjoyed anytime, anywhere.

~~Virgil~~Reed’s ~~Handcrafted~~ ~~Sodas~~Functional Soda

In April 2025, we launched a new multi-functional soda line. This innovative lineup is formulated with organic ginger, complex adaptogen mushroom extracts, and prebiotic fiber. Each serving contains only 5 grams of sugar, approximately 30 to 45 calories, 500 mg of adaptogens, and 2,000 to 5,000 mg of organic ginger. The flavor profile includes Berry Bubbly, Strawberry Vanilla, Lemongrass Ginger, and Root Beer. These beverages cater to the rising demand for health-conscious, functional refreshment options and position us at the forefront of the evolving beverage market. As of the date of this prospectus, we have secured approximately 9,000 points of distribution.

Virgil’s Handcrafted Soda

Virgil’s is a premium handcrafted soda that uses only natural ingredients to create bold renditions of classic flavors. We don’t use any artificial preservatives, any artificial colors, or any GMO-sourced ingredients, and our Virgil’s line is certified kosher.

The Virgil’s line includes the following products:

Handcrafted Line: Virgil’s first Handcrafted soda was launched in 1994. It began as one man’s passion to create the finest root beer ever produced and has since won numerous awards. Virgil’s difference is using natural ingredients to craft bold, classic soda flavors. Virgil’s Handcrafted line includes Root Beer, Cola, Vanilla Cream, Black Cherry, and Orange Cream.

Zero Sugar Line: Virgil’s launched a new line of Zero Sugar, Zero Calorie craft sodas in 2019. Each Zero Sugar soda is sweetened ~~with~~ with a proprietary blend of natural sweeteners with no added sugars and is certified Keto. This natural line of Zero Sugar flavors includes Root Beer, Cola, Vanilla Cream, Black Cherry, and Orange Cream.

Flying Cauldron Soda

Flying Cauldron is a non-alcoholic butterscotch beer prized for its creamy vanilla and butterscotch flavors. Sought after by beverage aficionados, Flying Cauldron is made with natural ingredients and no artificial flavors, sweeteners, preservatives, gluten, caffeine, or GMOs. Flying Cauldron is available in 4-packs, single 12 oz bottles, and 16 oz swing-lid bottles.

~~Our~~We believe our portfolio ~~Primary~~enables ~~Markets~~us to compete across multiple high-growth subcategories of the broader CSD market.

~~We target~~Scalable aOperating smaller segment of the estimated $45 billion mainstream carbonated and non-carbonated soft drink markets in the United States. Our brands are generally considered premium and natural, with upscale packaging. They are loosely defined as the craft specialty bottled carbonated soft drink category.Model

~~We have~~All anof ~~experienced and geographically diverse sales force promoting our products, with senior sales representatives strategically placed in multiple regions across the country, supported by local~~ Reed’s ~~sales staff. Additionally, we have sales managers handling national~~products ~~accounts~~are ~~for~~manufactured ~~natural,~~through ~~specialty,~~independent ~~grocery,~~co-packers. ~~mass,~~They ~~club~~brew, ~~drug~~blend, ~~liquor~~bottle, and ~~convenience~~package ~~channels.~~our ~~Our~~products ~~sales~~and ~~managers~~charge ~~are~~us ~~responsible~~a ~~for all~~fee, ~~activities~~generally ~~related to~~ by the ~~sales~~case, ~~distribution,~~for ~~and~~the ~~marketing~~products ofproduced. ~~our~~We ~~brands~~have torelationships ~~our~~with ~~entire~~one ~~retail~~co-packer ~~partner~~in ~~and~~Pennsylvania, ~~distributor~~three ~~network~~ in ~~North~~ ~~America.~~California, ~~The~~one ~~Company~~in ~~not~~Washington, one ~~only~~in ~~employs~~New anYork, ~~internal sales force but has partnered with independent sales brokers~~ and ~~outside~~one ~~representatives to promote our products~~ in ~~specific~~North ~~channels~~Carolina. ~~and~~We ~~key~~believe ~~targeted~~this ~~accounts.~~model provides:

~~We sell~~● toScalability. ~~well-known~~The ~~popular~~ability ~~natural~~to ~~food~~ramp ~~and~~production ~~gourmet~~quickly ~~retailers,~~without ~~large~~significant ~~grocery~~capital ~~store~~investment ~~chains,~~● ~~mass~~Flexibility. ~~merchants,~~The ~~club~~ability ~~stores,~~to ~~convenience~~shift ~~and drug~~production ~~stores,~~among ~~liquor~~multiple ~~stores,~~facilities ~~industrial~~to ~~cafeterias~~manage ~~(corporate feeders)~~demand, ~~and~~reduce tofreight ~~on-premises~~costs, ~~bars~~ and ~~restaurants~~mitigate ~~nationwide~~supply ~~and~~chain inrisks ~~some international~~● ~~markets~~Efficiency. WeThe ~~also~~ability ~~sell~~to ~~our~~drive ~~products~~down ~~and~~per-unit ~~promotional~~costs ~~merchandise~~by ~~directly~~introducing tofreight-friendly ~~consumers~~packaging, ~~via~~including ~~the~~a ~~Internet~~shift ~~through~~from ~~our~~glass ~~Company web~~bottles ~~site~~to ~~www.drinkreeds.com,~~aluminum ~~Amazon, and third party e-commerce retailers~~cans.

11In 2019, we entered into a strategic partnership with a leading national logistics provider to manage freight and warehousing. We believe this partnership enhances efficiency and cost control across our supply chain.

~~Changes to~~Sales ~~the retail landscape, including increased consolidation of retail ownership, the continued growth of sales through e-commerce websites~~ and mobile commerce applications, including through subscription services and other direct-to-consumer businesses, the integration of physical and digital operations among retailers and the current economic environment continue to increase the importance of major customers.Marketing

We have an experienced and geographically diverse sales force promoting our products, with senior sales representatives strategically placed in multiple regions across the country, supported by local Reed’s sales staff. Additionally, we have sales managers handling national accounts for natural, specialty, grocery, mass, club, drug, liquor, convenience and on-premise channels. Our sales managers are responsible for all activities related to the sales, distribution, and marketing of our brands to our entire retail partner and distributor network in North America and in international markets. We not only employ an internal sales force but have partnered with independent sales brokers and outside representatives to promote our products in specific channels and key targeted accounts.

We sell to well-known popular natural food and gourmet retailers, large grocery store chains, mass merchants, club stores, convenience and drug stores, liquor stores, industrial cafeterias (corporate feeders), and to on-premises bars and restaurants nationwide and in some international markets. We also sell our products and promotional merchandise directly to consumers via the Internet through our Company website www.drinkreeds.com, Amazon, and third party e-commerce retailers.

Some of our representative key customers include:

● Natural stores: Whole Foods Market, Sprouts, Natural Grocers by Vitamin Cottage, Fresh Thyme, NCG, and INFRA. ● Gourmet & specialty stores: Trader Joe’s, Erewhon, Gelson’s, Harmon’s, Bristol Farms, The Fresh Market, Woodman’s, Cost Plus World Market, and Cracker Barrel. ● Grocery and mass chains: Kroger (and all Kroger banners), Albertson’s/Safeway, Publix, Food Lion, Stop & Shop, H.E.B., Wegmans, Walmart, Raley’s, Savemart, Ingles, Harris Teeter, Hannaford, SEG/Winn Dixie, Giant, Spartan Nash, Food Land, Lowes, Smart and Final, Winco, Bashes, Haggen, AFS, Market Basket, Meijer, Cub, and HyVee. ● Club stores: Costco ● Liquor stores: BevMo!, ABC, and Total Wine and More. ● Convenience & drug stores: Duane ~~Reed~~Reade.

~~Our~~ Distribution Network

Our products are brought to market through an extremely flexible and fluid hybrid distribution model, which is a mix of direct-store-delivery, customer warehouse, and distributor networks. The distribution system used depends on customer needs, product characteristics, and local trade practices.

Our product reaches the market in the following ways:

Direct to Natural & Specialty Wholesale Distributors

Our natural and specialty distributor partners operate a distribution network delivering thousands of SKUs of natural and gourmet products to thousands of small, independent, natural retail outlets around the U.S., along with national chain customers, both conventional and natural. This system of distribution allows our brands far reaching access to some of the most remote parts of North America. During the past year we have expanded and will continue to expand in this distribution network.

Direct to Store Distribution (“DSD”) Through Non-Alcoholic and Alcoholic Beverage Distributor Network

Our independent distributor partners operate DSD systems which deliver primarily beverages, foods, and snacks directly to retail stores where the products are merchandised by their route sales and field sales employees. DSD enables us to merchandise with maximum visibility and appeal. DSD is especially well-suited to products frequently restocked and responds to in-store promotion and merchandising. We are primarily focused on expanding our DSD network on a national basis.

Direct to Store Warehouse Distribution

Some of our products are delivered from our co-packers and warehouses directly to customer warehouses. Some retailers mandate we deliver directly to them, as it is more cost effective and allows them to pass savings along to their customers. Other retailers may not mandate direct delivery, but they recommend and prefer it as they have the capability to self-distribute and can realize significant savings with direct delivery.

Wholesale Distribution

We utilize a network of five independent distribution and consolidation centers across the United States to store and distribute our products. Our Wholesale Distributor network handles the wholesale shipments of our products. These distributors have a warehouse and distribution center, and ship Reed’s and Virgil’s products directly to the retailer (or to customers who opt for drop shipping).

~~International Distribution~~4

~~We presently export Reed’s and Virgil’s brands throughout international markets via US based exporters.~~ International ~~markets~~ ~~where our brands are present are France, UK, South Africa, Canada, Mexico, Vietnam, Australia, and portions of the Caribbean and Central America,~~Expansion

~~International sales~~We tobelieve ~~some~~international markets ~~areas~~represent ofa ~~the~~significant ~~world~~long-term ~~are~~growth ~~cost~~opportunity. ~~prohibitive~~In 2025, ~~except~~we ~~for~~established ~~some~~Reed’s ~~specialty~~(Asia) ~~sales~~Limited, ~~since~~with ~~our premium sodas were historically packed~~subsidiaries in ~~glass~~Hong Kong, ~~which~~Japan, ~~drives~~China ~~substantial~~and ~~freight~~Singapore ~~costs~~as ~~when~~part ~~shipping~~of ~~overseas.~~our ~~Despite~~strategy ~~these~~to ~~cost~~build ~~challenges,~~a welocal ~~believe~~presence ~~there~~in ~~are~~the ~~good~~Asia-Pacific ~~opportunities to~~region. ~~expand~~We ~~internationally,~~expect continued ~~and~~investment wein ~~are increasing~~ our ~~marketing~~Asia-Pacific ~~focus~~growth ~~on these areas by adding freight friendly packages such as aluminum cans~~initiative.

~~We are~~Our ~~open~~international tostrategy emphasizes ~~exporting~~local ~~and~~ co-packing ~~internationally~~arrangements and ~~expanding~~concentrate ~~our~~models, ~~brands~~which ~~into~~we ~~foreign markets and~~ believe ~~that~~allow ~~our~~us ~~new partnership with D&D Holdings Ltd (“D&D”) will advance our ability~~ to ~~successfully~~reduce ~~penetrate~~freight ~~the~~costs ~~Asia-Pacific region. We believe this area is a natural fit for Reed’s ginger products because of the popularity~~ and ~~importance~~scale ~~of ginger~~ efficiently in ~~international~~ markets, where ginger is already a ~~significant~~culturally ~~part~~relevant ofand ~~the~~widely ~~local~~consumed ~~diet and nutrition~~ingredient.

~~We believe~~Growth ~~the strength of our brands, innovation, and marketing, coupled with the quality of our products and flexibility of our distribution network, allows us to compete effectively.~~Strategy

~~Distribution~~We intend to grow our business through the following ~~Agreements~~strategic priorities:

~~Our agreements~~● ~~with~~Expand ~~some~~Distribution ofand ~~our~~Market ~~distributors~~Penetration. ~~commit~~We usintend to ~~“termination~~broaden ~~fees”~~retail ifcoverage weacross ~~terminate~~mass, ~~our~~club, ~~agreements~~convenience, ~~early~~and orliquor ~~without cause.~~channels, ~~These~~and ~~agreements~~to ~~provide~~expand ~~for~~ our ~~distributor~~national ~~partners~~DSD network to ~~have~~improve visibility and execution at the ~~right~~store level. ● Drive International Expansion. We plan to ~~distribute~~leverage our ~~products~~newly formed Asia-Pacific subsidiaries and our existing international customer relationships to aexpand ~~defined~~further ~~type~~into ofinternational ~~retailer within~~markets. aWe ~~defined~~believe ~~geographic~~these ~~region~~regions provide natural alignment with our ginger-based portfolio. As● isEnhance ~~customary~~Operational inEfficiency ~~the~~and ~~beverage~~Reduce ~~industry~~Costs. We continue to transition packaging to aluminum cans, ifdiversify weour ~~should~~co-packer ~~terminate~~network, ~~the~~and ~~agreement~~utilize orconsolidated ~~not~~freight ~~automatically renew~~and ~~the~~logistics ~~agreement~~services. We believe these initiatives will lower unit costs, weimprove ~~would~~gross bemargin ~~obligated~~potential, and reduce exposure to ~~make~~supply ~~certain~~chain ~~payments~~disruption. ● Leverage Innovation in Functional and Better-for-You Beverages. We intend to expand our ~~distributor~~functional ~~partners~~soda line with new SKUs and flavors and continue to introduce beverages that align with consumer trends favoring natural, low-sugar, and premium alternatives.

~~Some~~Recent of our outside distributors are not bound by written agreements with us and may discontinue their relationship with us on short notice. Most distributors handle a number of competitive products. In addition, our products are sometimes a small part of our distributors’ businesses.Developments

WeReverse ~~continually~~Stock ~~monitor our distribution agreements with our partners across North America to ensure that they are optimal.~~Split

~~Manufacturing~~Effective at ~~Our~~5:00 ~~Products~~p.m. Eastern Time on October 31, 2025, we effected a 1-for-6 reverse stock split (the “Reverse Stock Split”) of our common stock pursuant to a certificate of amendment (the “Certificate of Amendment”) to our certificate of incorporation (as amended, the “Certificate”), filed with the Secretary of State of the State of Delaware on October 28, 2025. The Reverse Stock Split reduced the number of shares issued and outstanding, as well as the number of shares subject to then-outstanding warrants and the exercise price thereof, and the number of shares available for future issuance under the Company’s equity plans, the number of shares subject to such awards and purchase rights and the exercise and purchase price of, and other terms and conditions relating to, such awards and purchase rights. The conversion terms of the Series A Convertible Preferred Stock (“Preferred Stock”) have also been adjusted automatically such that each share of Preferred Stock will be convertible into the number of shares of common stock that would have been issuable if all of the outstanding shares of Preferred Stock were converted into common stock immediately prior to the Reverse Stock Split. No fractional shares were distributed as a result of the Reverse Stock Split, and stockholders were entitled to a cash payment in lieu of fractional shares. The Reverse Stock Split did not affect the par value or total number of authorized shares of common stock. The share and per share amounts included in this prospectus have been adjusted to account for the Reverse Stock Split.

~~All~~Our common stock ofbegan ~~Reed’s~~trading ~~products~~on ~~are~~a ~~produced~~split-adjusted bybasis ~~our~~on ~~co-pack~~the ~~partners.~~OTCQX ~~They~~Best ~~brew,~~Market ~~blend,~~on ~~bottle~~November 3, ~~and~~2025. ~~package~~The ~~our~~trading ~~products~~symbol ~~and~~for ~~charge~~our uscommon astock ~~fee,~~remained ~~generally~~“REED” byafter the ~~case,~~Reverse ~~for~~Stock ~~the products produced~~Split. WeOur ~~have~~common ~~relationships~~stock ~~with~~was ~~one~~assigned ~~co-packer~~a innew ~~Pennsylvania~~CUSIP ~~and~~number ~~three~~(758338404) infollowing ~~California,~~the ~~one~~Reverse inStock ~~Washington state, one in New York state, and one in North Carolina~~Split.

In some instances, subject to agreement, certain equipment may be purchased exclusively by us and/or jointly with our co-packers and installed at their facilities to enable them to produce certain of our products. In certain cases, such equipment remains our property and is required to be returned to us upon termination of the packing arrangements with such co-packers, unless we are reimbursed by the co-packer over a pre-determined number of cases that are produced at the facilities concerned.5

Risk Factor Summary

Investing in our common stock involves significant risks. You should carefully consider the risks described in the section titled “Risk Factors” included elsewhere in this prospectus and in the section titled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2024, as updated by our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, both of which reports are incorporated by reference herein, before making a decision to invest in our common stock. If we are unable to successfully address these risks and challenges, our business, financial condition, results of operations, or prospects could be materially and adversely affected. In such case, the trading price of our common stock would likely decline, and you may lose all or part of your investment. Below is a summary of some of the risks we face.

Risks Related to This Offering

	●	Our quarterly and annual operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts or any guidance we may publicly provide, each of which may cause our stock price to fluctuate or decline.
	●	The market price of our common stock has been and may continue to be volatile or may decline regardless of our operating performance, which could result in substantial losses for investors purchasing shares in this offering.
	●	Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.
	●	If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares. You will experience further dilution if we issue additional equity securities in the future.
	●	Sales of a substantial number of shares of our common stock in the public market could cause our stock price to fall.
	●	We have broad discretion in the use of our cash and cash equivalents, including how we use the net proceeds of this offering, and may not use them effectively, which could affect our results of operations and cause our stock price to decline.

Risks Related to Our Capital Structure

	●	There is currently a limited public market for our common stock, a trading market for our common stock may never develop, and our common stock prices may be volatile and could decline substantially.
	●	Even if the Reverse Stock Split achieves the requisite increase in the market price of our common stock, we cannot assure you that we will be able to continue to comply with the minimum bid price requirement of NYSE American.
	●	The Reverse Stock Split may decrease the liquidity of the shares of our common stock.

Risks Related to Our Business and Industry

	●	We have incurred and may continue to incur losses, and we may be unable to achieve or maintain profitability.
	●	Our current indebtedness contains, and any future indebtedness may contain, restrictions on our business. If we are unable to secure additional financing on favorable terms, or at all, when we require it, our ability to continue to grow our business or react to market conditions could be impaired and in turn adversely affect our financial position and results of operations.

	●	Demand for our products can fluctuate significantly and our management’s estimates of future product demand may be inaccurate, particularly with new products. Further, we may be subject to a variety of other factors that impact timely production and shipment of our products. Our business and results of operations are impacted by product shortages as well as product surplus.
	●	We may experience a reduced demand for some of our products due to health concerns (including obesity) and legislative initiatives against sweetened beverages.
	●	Supply chain challenges have impacted our ability to respond effectively or in a timely manner to increases in demand for our products and have adversely impacted our business. Supply chain constraints could cause a disruption in our ability to obtain raw materials required to manufacture our products and adversely affect our operations and financial performance.
	●	Damage to our reputation or brand image can adversely affect our business.
	●	Any inability to compete effectively can adversely affect our business.
	●	We are subject to international regulations that could adversely affect our business and results of operations.
	●	Our performance significantly depends on the contributions of key personnel. If we lose key personnel, our operations and ability to manage our business may be affected.

Risks Related to Legal, Tax and Regulatory Matters

	●	If we are unable to adequately protect our intellectual property rights, or if we are found to infringe on the intellectual property rights of others, our business can be adversely affected.
	●	Failure to comply with laws and regulations applicable to our business can adversely affect our business.
	●	Potential liabilities and costs from litigation, claims, legal or regulatory proceedings, inquiries or investigations inherent in our business can have an adverse impact on our business.

Risks Related to Environmental Matters

	●	Significant changes to or failure to comply with various environmental laws may expose our co-packers to liability or cause them to close, relocate or operate at reduced production levels, which could adversely affect our business, financial condition and results of operations.
	●	Water scarcity and poor quality could negatively impact our costs and capacity.
	●	Climate change and legal or regulatory responses thereto may have a long-term adverse impact on our business and results of operations.

Risks Related to Ownership of Our Common Stock and General Matters

	●	Our largest stockholder’s preemptive right could dissuade a strategic investor from making an investment in the Company.
	●	We do not intend to pay dividends for the foreseeable future and, as a result, stockholders’ ability to achieve a return on their investment will depend on appreciation in the price of our common stock.

Corporate Information and Trademarks

Reed’s Original Ginger Brew, created in 1987, was introduced to the market in Southern California stores in 1989. In 1991, we incorporated our business operations under the laws of the State of Florida under the name of “Original Beverage Corporation.” In September 2001, pursuant to a reincorporation merger, we changed our state of incorporation to the State of Delaware, and changed our name to “Reed’s, Inc.”

Our principal executive office is located at 501 Merritt 7 Corporate Park, Norwalk, Connecticut 06851. Our telephone number is (800) 997-3337. Our website address is https://investor.reedsinc.com. Information contained in, or accessible through, our website does not constitute a part of, and is not incorporated into, this prospectus.

The Reed’s logo, the name Reed’s, and other trademarks of Reed’s, Inc. appearing in this prospectus are the property of Reed’s, Inc. Solely for convenience, trade names, trademarks, and service marks contained in this prospectus may appear without the “®” or “^TM” symbols. Such references are not intended to indicate, in any way, that the respective owners will not assert, to the fullest extent possible under applicable law, their rights to those trade names, trademarks, and service marks.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company,” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We will continue to be a smaller reporting company as long as (i) the market value of our common stock held by non-affiliates is less than $250.0 million or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our common stock held by non-affiliates is less than $700.0 million. We may rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and are not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002. In addition, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

Controlled Company Status

We are a “controlled company” within the meaning of the corporate governance rules of the NYSE American, and 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. While we are not relying on any exemptions at this time, if we do rely on such exemptions in the future, you will not have the same protections afforded to stockholders of companies that are subject to these corporate governance requirements. In the event that we cease to be a “controlled company” and our shares continue to be listed on the NYSE American, we will be required to comply with these provisions within the applicable transition periods.

THE OFFERING

Common stock offered by us		1,326,260 shares.

Option to purchase additional shares of common stock		The underwriters have a 45-day option to purchase up to 198,939 additional shares of our common stock, at the public offering price less the underwriting discounts and commissions.

Total common stock to be outstanding immediately after this offering		10,271,714 shares, or 10,470,653 shares if the underwriters exercise their option to purchase additional shares of our common stock in full.

Use of proceeds		We estimate that our net proceeds from this offering will be approximately $9.0 million (or approximately $10.4 million if the underwriters exercise in full their option to purchase additional shares of our common stock), based on the assumed public offering price of $7.54 per share, which is the last reported sale price of our common stock on the OTCQX Best Market on November 11, 2025, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

		We intend to use the net proceeds of this offering, together with our existing cash and cash equivalents, to fund growth initiatives, working capital and other general corporate purposes, which may include repayment of debt.

		See the section titled “Use of Proceeds” for additional information.

Risk factors		You should carefully read and consider the information set forth in the section titled “Risk Factors,” together with all of the other information set forth in this prospectus or incorporated by reference herein, before deciding whether to invest in our common stock.

Trading symbol		Our common stock is quoted on the OTCQX Best Market under the symbol “REED.” We have applied to list our common stock for trading on the NYSE American under the symbol “REED.” There is no assurance that such application will be approved.

The number of shares of our common stock to be outstanding after this offering is based on 8,945,454 shares of common stock outstanding as of September 30, 2025, after giving effect to the Reverse Stock Split, which excludes:

	●	125 shares of common stock issuable upon conversion of 9,411 outstanding shares of Series A convertible preferred stock;

	●	47,072 shares of common stock issuable upon the exercise of outstanding stock options as of September 30, 2025 under the 2017 Incentive Compensation Plan (as amended, the “2017 Plan”), the 2020 Equity Incentive Plan (as amended, the “2020 Plan”) and the 2024 Inducement Plan (the “2024 Inducement Plan”), at a weighted-average exercise price of $119.16 per share;

	●	44,595 shares of common stock reserved for future issuance under the 2020 Plan and the 2024 Inducement Plan; and

	●	91,550 shares of our common stock issuable upon the exercise of warrants outstanding as of September 30, 2025, with an exercise price of $52.32 per share.

Unless otherwise indicated, all information contained in this prospectus assumes or gives effect to:

	●	the Reverse Stock Split;

	●	no exercise of the outstanding options or warrants described above subsequent to September 30, 2025; and

	●	no exercise by the underwriters of their option to purchase additional shares of our common stock .

SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The following tables set forth a summary of our consolidated financial data as of, and for the periods ended on, the dates indicated. All share and per share amounts presented in this section have been retroactively adjusted to reflect the Reverse Stock Split.

We have derived the summary consolidated statements of operations data for the years ended December 31, 2024 and 2023 from our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, which are incorporated by reference herein. We have derived the summary condensed consolidated statements of operations for the nine months ended September 30, 2025 and 2024, and the summary condensed consolidated balance sheet data as of September 30, 2025, from our unaudited interim condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, which are incorporated by reference herein. Our consolidated financial statements and condensed consolidated financial statements incorporated by reference herein were prepared in accordance with U.S. generally accepted accounting principles. Our unaudited condensed consolidated interim financial statements were prepared on a basis consistent with our audited consolidated financial statements and include, in our opinion, all adjustments of a normal and recurring nature that are necessary for the fair statement of the financial information set forth in those financial statements.

Our historical results are not necessarily indicative of results that should be expected in any future period and our results for the nine months ended September 30, 2025 are not necessarily indicative of results to be expected for the full fiscal year or any other period. You should read the following summary consolidated financial data together with our consolidated financial statements and condensed consolidated financial statements and related notes and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, which are incorporated by reference herein.

	Year Ended December 31,						Nine Months Ended September 30,
	2024			2023			2025			2024
							(unaudited)
		(in thousands, except per share data)
Statements of Operations Data
Net Sales	$	37,954		$	44,711		$	26,585		$	28,221
Cost of goods sold		26,578			31,884			19,377			19,762
Inventory write-offs associated with exited categories and major packaging and formula changes		—			1,848			1,775			—
Product quality hold write-down		—			1,267			—			—
Gross profit		11,376			9,712			5,433			8,459

Operating Expenses
Delivery and handling expenses		5,863			7,561			4,299			4,204
Selling and marketing expense		4,405			4,865			4,139			3,473
General and administrative expense		9,109			6,118			8,633			5,239
Provision for receivable with former related party		115			585			—			—
Total operating expense		19,492			19,129			17,071			12,916

Loss from operations		(8,116	)		(9,417	)		(11,638	)		(4,457	)
Other income		445			—			441			—
Interest expense, net		(5,481	)		(6,106	)		(864	)		(4,578	)
Net loss		(13,152	)		(15,523	)	$	(12,061	)	$	(9,035	)
Dividends on Series A Convertible Preferred Stock		(5	)		(5	)		(5	)		(5	)
Net loss attributable to common stockholders		(13,157	)		(15,528	)		(12,066	)		(9,040	)
Loss per share, basic and diluted	$	(9.82	)	$	(26.33	)	$	(1.54	)	$	(12.10	)
Weighted-average number of shares outstanding basic and diluted⁽¹⁾		1,340,249			589,647			7,848,471			747,265

(1)

See Note 2 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 and Note 1 to our unaudited condensed consolidated financial statements in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, which are incorporated by reference herein, for explanations of the calculations of net loss per share, basic and diluted, and the weighted-average number of shares used in the computation of per-share amounts.

	As of September 30, 2025
	Actual		As Adjusted⁽¹⁾⁽²⁾
			(in thousands)
Balance Sheet Data
Cash	$	4,136	$	13,136
Working capital⁽³⁾		1,712		10,712
Total assets		19,925		28,925
Senior secured loan, net of deferred financing costs of $90		9,160		9,160
Total liabilities		17,168		17,168
Total stockholders’ equity		2,757		11,757

(1)	The as adjusted consolidated balance sheet data gives effect to the issuance and sale of 1,326,260 shares of our common stock in this offering at an assumed public offering price of $7.54 per share, which is the last reported sale price of our common stock on the OTCQX Best Market on November 11, 2025, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

(2)	As adjusted information is illustrative only and will change based on the actual public offering price and other terms of this offering determined at pricing. Each $1.00 increase (decrease) in the assumed public offering price of $7.54 per share would increase (decrease) each of the as adjusted cash, working capital, total assets, and total stockholders’ equity by approximately $1.2 million, $1.2 million, $1.2 million and $5.4 million, respectively, assuming that the number of shares of common stock offered by us, as set forth on the cover of this prospectus, remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1,000,000 shares in the number of shares of common stock offered by us, as set forth on the cover of this prospectus, would increase (decrease) each of the as adjusted cash, working capital, total assets, and total stockholders’ equity by approximately $7.0 million, $7.0 million, $7.0 million and $11.1 million, respectively, assuming that the assumed public offering price remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

(3)	Working capital is defined as current assets less current liabilities. See our condensed consolidated financial statements and the related notes included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, which is incorporated by reference herein, for further details regarding our current assets and current liabilities.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, as well as the risks and uncertainties set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, as updated by our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, both of which reports are incorporated by reference herein, and all of the other information contained in this prospectus and the documents incorporated by reference herein before making an investment decision. If any of the following risks actually occurs, our business, prospects, operating results, and financial condition could suffer materially, the trading price of our common stock could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial also may materially and adversely affect our business, prospects, operating results, and financial condition.

Risks Related to This Offering

As a result of the shutdown of the federal government, we have determined to rely on Section 8(a) of the Securities Act to cause the registration statement of which this prospectus forms a part to become effective automatically. Our reliance on Section 8(a) could result in a number of adverse consequences, including the potential for a need for us to file a post-effective amendment and distribute an updated prospectus to investors, or a stop order issued preventing use of the registration statement, and a corresponding substantial stock price decline, litigation, reputational harm or other negative results.

The registration statement of which this prospectus forms a part is expected to become automatically effective by operation of Section 8(a) of the Securities Act on the 20th calendar day after the most recent amendment of the registration statement filed with the SEC, in lieu of the SEC declaring the registration statement effective following the completion of its review. Although our reliance on Section 8(a) does not relieve us and other parties from the responsibility for the adequacy and accuracy of the disclosure set forth in the registration statement and for ensuring that the registration statement complies with applicable requirements, use of Section 8(a) poses a risk that, after the date of this prospectus, we may be required to file a post-effective amendment to the registration statement and distribute an updated prospectus to investors, or otherwise abandon this offering, if changes to the information in this prospectus are required, or if a stop order under Section 8(d) of the Securities Act prevents continued use of the registration statement. These or similar events could cause the trading price of our common stock to decline substantially, result in securities class action or other litigation, and subject us to significant monetary damages, reputational harm and other negative results.

Our quarterly and annual operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts or any guidance we may publicly provide, each of which may cause our stock price to fluctuate or decline.

We expect our operating results to be subject to quarterly and annual fluctuations which may, in turn, cause the price of our common stock to fluctuate substantially. Our net loss and other operating results will be affected by numerous factors, including:

	●	the level of consumer demand and spending, which may vary significantly from period to period;

	●	expenditures that we may incur to acquire, develop or commercialize additional products;

	●	pricing pressures;

	●	our ability to expand or maintain the geographic reach of our commercial efforts;

	●	the degree of competition in our industry and any change in the competitive landscape of our industry;

	●	announcements relating to strategic transactions, including acquisitions, collaborations, or similar arrangements;

	●	positive or negative coverage in the media of our products or products of our competitors or our industry;

	●	any intellectual property infringement lawsuit or opposition, interference, or cancellation proceeding in which we may become involved;

	●	recruitment and departures of key personnel; and

	●	adverse macroeconomic conditions or geopolitical events, including international trade relations and tariffs, high levels of inflation, heightened interest rates, and geopolitical tensions such as the conflict between Ukraine and Russia and the conflict in the Middle East.

If our quarterly or annual operating results fall below the expectations of investors or securities analysts or any forecasts or guidance we may provide to the market, the price of our common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated guidance we may provide. We believe that quarterly or annual comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of our future performance.

The market price of our common stock has been and may continue to be volatile or may decline regardless of our operating performance, which could result in substantial losses for investors purchasing shares in this offering.

The market price of our common stock is likely to be volatile and could fluctuate widely in response to many factors, including but not limited to:

	●	volatility and instability in the financial and capital markets;

	●	adverse macroeconomic conditions or geopolitical events, including international trade relations and tariffs, high levels of inflation, heightened interest rates, and geopolitical tensions such as the conflict between Ukraine and Russia and the conflict in the Middle East;

	●	announcements relating to our existing and new products;

	●	announcements by competitors that impact our competitive outlook;

	●	developments with respect to intellectual property rights;

	●	announcements relating to strategic transactions, including acquisitions, collaborations, or similar arrangements;

	●	actual or anticipated variations in our operating results due to the level of development expenses and other factors;

	●	changes in financial estimates by equities research analysts and whether our earnings (or losses) meet or exceed such estimates;

	●	announcement or expectation of additional financing efforts and receipt, or lack of receipt, of funding in support of conducting our business;

	●	sales of our common stock by us, our insiders, or other stockholders, or issuances by us of shares of our common stock in connection with strategic transactions;

	●	conditions and trends in our industry;

	●	recruitment and departures of key personnel;

	●	litigation or arbitration;

	●	general economic, political, and market conditions and other factors; and

	●	the occurrence of any of the risks described in this section titled “Risk Factors”.

In addition, if the stock market for beverage companies, or the stock market generally, experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, operating results or financial condition. Stock prices of many beverage companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. The trading price of our common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. As a result of these and other factors, you may be unable to resell your shares of our common stock at or above the price you paid. In the past, stockholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business. These fluctuations may be even more pronounced in the trading market for our stock shortly following this offering.

~~For~~Our ~~most~~principal ofstockholders ~~our products there are limited co-packing facilities in our markets with adequate capacity~~ and~~/or~~ ~~suitable~~management ~~equipment~~own toa ~~package our~~significant ~~products.~~percentage ~~Further, our ability to estimate demand for our products is imprecise, particularly with new products, and may be less precise during periods~~ of ~~rapid growth, including in new markets. If we materially underestimate demand for~~ our ~~products,~~stock and~~/or~~ ~~are unable~~will ~~to secure sufficient ingredients or raw materials, and/or procure adequate packing arrangements and/or obtain adequate or timely shipment of our products, we may not~~ be able to ~~satisfy~~exert ~~demand~~significant oncontrol aover ~~short-term basis. We have experienced disruptions and delays in production~~matters ~~that~~subject ~~have~~to ~~impacted~~stockholder ~~our operations and revenues and there can be no assurances that we will not encounter such disruptions in the future~~approval.

WeOur ~~continue~~executive toofficers, ~~actively~~directors, ~~seek~~holders ~~alternative~~of ~~and/~~5% or ~~additional~~more ~~co-packing~~of ~~facilities~~our ~~with~~capital ~~adequate~~stock ~~capacity~~ and ~~capability~~their ~~for~~respective ~~the~~affiliates ~~production~~beneficially hold a significant percentage of our ~~various~~outstanding ~~products~~common stock, including D&D, our controlling stockholder. These stockholders, acting together, would be able to ~~minimize~~control ~~transportation~~the ~~costs~~outcome ~~and~~of ~~transportation-related~~all ~~damages~~matters asrequiring ~~well~~stockholder approval. For example, these stockholders would be able to control the outcome of elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This level of control may prevent or discourage unsolicited acquisition proposals or offers for our common stock that you may feel are in your best interest as one of our stockholders. The significant concentration of stock ownership may adversely affect the trading price of our common stock due to ~~mitigate~~investors’ perception that conflicts of interest may exist or arise. In addition, if these principal stockholders sell a substantial number of shares of our common stock in the ~~risk~~public market, the market price of our common stock could be adversely impacted. The perception among the public that these sales will occur could also contribute to a ~~disruption~~decline in the market price of our common stock.

~~Warehousing~~Participation ~~and~~in ~~Logistics~~this ~~are~~offering aby ~~significant~~certain ~~portion~~ of ~~the~~our ~~Company’s~~existing ~~operational~~stockholders ~~costs.~~and Intheir ~~2019~~affiliated entities, ~~in order to drive efficiency and reduce costs~~including, we ~~entered~~but ~~into~~not alimited ~~strategic partnership with one distribution service provider~~ to, ~~manage~~D&D, ~~all~~may ~~freight movement for the Company. This distribution~~reduce ~~service provider is one of~~ the ~~largest~~public infloat ~~North~~for ~~America~~our ~~and~~common ~~has expertise that will provide a competitive advantage in the movement of raw materials and finished goods~~stock. ~~This partnership supports planning and execution of all inventory movements, assessment of storage needs and cost management.~~

WeTo ~~follow~~the aextent ~~“fill~~certain asof ~~needed”~~our ~~model~~existing stockholders and their affiliated entities, including, but not limited to, D&D, participate in this offering, such purchases would reduce the ~~best~~non-affiliate public float of our ~~ability~~shares, meaning the number of shares of our common stock that are not held by officers, directors and ~~have~~controlling nostockholders. ~~significant~~A ~~order~~reduction ~~backlog~~in the public float could reduce the number of shares that are available to be traded at any given time, thereby adversely impacting the liquidity of our common stock and depressing the price at which you may be able to sell shares of common stock purchased in this offering.

~~New~~If ~~Product~~you ~~Development~~purchase our common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares. You will experience further dilution if we issue additional equity securities in the future.

~~While~~You wewill ~~have~~suffer ~~simplified~~immediate ~~our~~and ~~business~~substantial ~~and~~dilution ~~have~~with ~~streamlined~~respect to the common stock you purchase in this offering. If you purchase common stock in this offering, assuming a ~~significant~~public offering price of $7.54 per share, and assuming that the number of ~~SKUs~~shares inoffered by ~~order~~us, as set forth on the cover page of this prospectus, remains the same and that the underwriters do not exercise their option to purchase ~~further~~additional ~~our~~shares ~~primary~~of ~~objective~~common stock in this offering, you will incur immediate and substantial dilution of ~~accelerating~~$6.46 per share, representing the ~~growth~~difference ofbetween the ~~Reed’s~~assumed public offering price of $7.54 per share and ~~Virgil’s~~our ~~core~~as ~~product~~adjusted ~~offerings~~net tangible book value per share as of September 30, we2025. ~~believe~~See ~~significant~~the ~~opportunity~~section ~~remains~~titled “Dilution” for a more detailed description of the dilution to new investors in this offering. In addition, to the ~~natural~~extent ~~beverage~~that the shares underlying equity awards that we may grant ~~space~~in the future are exercised or settle or we raise additional funds by issuing equity securities, you will experience further dilution.

~~Healthier~~Sales ~~alternatives will be the future for carbonated soft drinks. We are in the process~~ of ~~formulating new products that leverage fresh organic ginger to create~~ a ~~portfolio~~substantial number of ~~beverages~~shares ~~targeting the “better-for-you” lifestyle category. In May 2025, we launched~~ of our ~~new~~common ~~line~~stock ofin ~~multi-functional~~the ~~beverages.~~public ~~This~~market ~~product~~could iscause ~~formulated~~our ~~with~~stock ~~organic~~price ~~ginger, complex adaptogen mushroom extracts, and prebiotic fiber. Each serving contains only 5 grams of sugar, approximately 30~~ to ~~45 calories, 500 mg of adaptogens, and 2,000 to 5,000 mg of organic ginger~~fall. ~~The flavor profile includes Berry Bubbly, Strawberry Vanilla, Lemongrass Ginger, and Root Beer.~~

WeSales ~~will~~of ~~continue~~a tosubstantial ~~drive~~number ~~product~~of ~~development~~shares of our common stock in the ~~natural~~public ~~and~~market ~~“better~~could ~~for~~occur ~~you”~~at ~~beverage~~any ~~categories~~time. InThese ~~addition~~sales, weor the perception in ~~believe~~the ~~there~~market ~~are~~that ~~powerful~~holders ~~consumer~~of ~~trends~~a ~~that~~large ~~will~~number ~~help~~of ~~propel~~shares intend to sell shares, could reduce the ~~growth~~market price of our ~~brand~~common ~~portfolio~~stock. Pursuant to certain registration rights agreements, we have registered shares of our common stock sold in private transactions for resale, including shares of common stock held by D&D, our controlling stockholder. In addition, we have filed, and may file in the ~~increased~~future, ~~consumption~~registration statements on Form S-8 under the Securities Act of ~~ginger~~1933, as aamended ~~recognized~~(the ~~superfood~~“Securities Act”), registering the ~~growing~~issuance ~~use~~of shares of ~~ginger~~common ~~beer~~stock subject to options or other equity awards issued or reserved for future issuance under our equity incentive plan and inducement plan. Shares registered under the registration statement on Form S-8 will be available for sale in ~~today’s~~the ~~popular~~public ~~cocktail~~market ~~drinks~~subject to vesting arrangements and exercise of options, and ~~consumers’~~the ~~increased~~restrictions of Rule 144 in the case of our affiliates. If these additional ~~demand~~shares ~~for~~of ~~higher~~common ~~quality~~stock are sold, ~~natural~~or ~~handcrafted~~if ~~beverages~~it is perceived that they will be sold, in the public market, the trading price of our common stock could decline.

Reed’s has also begun to expand and broaden its product development capabilities by engaging and working with experienced beverage flavor houses and innovative ingredient research and supply companies.

We believe our new business model enhances our ability to be nimble and innovative, producing category leading new products in a short period of time.

~~DESCRIPTION~~We OFcannot ~~COMMON~~predict ~~STOCK~~what effect, if any, sales of our shares in the public market or the availability of shares for sale will have on the market price of our common stock. However, future sales of substantial amounts of our common stock in the public market, including shares issued upon exercise of outstanding options or warrants, or the perception that such sales may occur, could adversely affect the market price of our common stock.

~~The~~We ~~following~~have isbroad adiscretion ~~summary~~in of the ~~material~~use ~~terms~~ of our ~~common~~cash ~~stock.~~and ~~This~~cash ~~summary~~equivalents, ~~does~~including ~~not~~how ~~purport~~we touse bethe ~~exhaustive~~net ~~and~~proceeds isof ~~qualified~~this ~~in its~~offering, ~~entirety~~and bymay ~~reference~~not use tothem ~~our certificate of incorporation~~effectively, aswhich ~~amended~~could ~~(“Certificate”)~~affect ~~and~~ our ~~amended~~results ~~and~~of ~~restated~~operations ~~bylaws, as~~and ~~further~~cause ~~amended~~our ~~(“Bylaws”)~~stock ~~and~~price to ~~the applicable provisions of Delaware law~~decline.

WeOur ~~are~~management ~~authorized~~has toconsiderable ~~issue~~discretion ~~60,000,000~~in ~~shares~~the ofapplication ~~common stock, $0.0001 par value. Holders~~ of ~~common~~our ~~stock~~cash ~~are~~and ~~each~~cash ~~entitled~~equivalents, toincluding ~~cast~~the ~~one~~net ~~vote for~~proceeds ~~each share held~~ of ~~record~~this ~~on all matters presented to shareholders~~offering. ~~Cumulative voting is not authorized; the holders of a majority~~ ofWe ~~our outstanding shares of common stock~~ may ~~elect~~use ~~all directors. Holders of common stock are entitled to receive such dividends as may be declared by~~ our ~~board~~cash ~~out~~and ofcash ~~funds legally available and~~equivalents, inincluding the ~~event~~net ofproceeds ~~liquidation, to share pro rata in any distribution~~ of ~~our~~ ~~assets~~this ~~after~~offering, ~~payment~~for ofpurposes ~~liabilities.~~that ~~Our~~do ~~directors are~~ not ~~obligated~~yield ~~to declare~~ a ~~dividend.~~significant ~~It is not anticipated that dividends~~return ~~will~~or beany ~~paid~~return inat ~~the~~all ~~foreseeable~~for ~~future~~our stockholders. ~~With~~In ~~the~~addition, ~~exception~~pending oftheir ~~contractual preemptive right held directly by D&D Source of Life Holding~~use, ~~Ltd.,~~ ~~holders of common stock do not have preemptive rights to subscribe to any additional shares~~ we may ~~issue~~invest inour ~~the~~cash ~~future.~~and ~~There~~cash ~~is no conversion~~equivalents, ~~redemption,~~including ~~sinking~~the net ~~fund~~proceeds orfrom ~~similar~~this ~~provisions~~offering, ~~regarding~~in ~~the~~a ~~common~~manner ~~stock.~~that ~~All~~does ~~outstanding~~not ~~shares~~produce ofincome ~~common~~or ~~stock~~that ~~are fully~~loses ~~paid and nonassessable~~value.

AsRisks ofRelated ~~September~~to ~~17,~~Our ~~2025,~~Capital there were approximately 179 holders of record of the common stock and 53,673,722 outstanding shares of common stock. The number of holders of record does not include “street name” or beneficial holders, whose shares are held of record by banks, brokers, financial institutions and other nominees.Structure

~~Anti-Takeover~~There ~~Effects~~is ofcurrently ~~Certain~~a ~~Provisions~~limited ofpublic ~~Delaware~~market ~~Law~~for our common stock, a trading market for our common stock may never develop, and ~~Our~~our ~~Certificate~~common stock prices may be volatile and ~~Bylaws~~could decline substantially.

WePrior ~~are~~to ~~subject~~this tooffering, ~~the~~our ~~provisions~~common ofstock ~~Section~~was ~~203~~quoted ofon the ~~Delaware~~OTCQX ~~General~~Best ~~Corporation~~Market, ~~Law~~an (over-the-counter quotation system, under the symbol “~~DGCL”)~~REED,” anand ~~anti-takeover~~there ~~law~~has been no material public market for our common stock. ~~Subject~~ Although we have applied to ~~certain~~list ~~exceptions,~~our common stock on the ~~statute~~NYSE ~~prohibits~~American, aan ~~publicly~~active ~~held~~trading ~~Delaware~~market ~~corporation~~may ~~from~~not ~~engaging~~develop infollowing athe ~~“business~~closing ~~combination”~~of this offering or, if developed, ~~with~~may annot ~~“interested~~be ~~stockholder”~~sustained. ~~for~~As a ~~period~~result of ~~three~~these ~~years~~and ~~after~~other ~~the~~factors, ~~date~~investors may be unable to resell shares of our common stock at or above the ~~transaction~~price infor which they purchased them, at or near quoted bid prices, or at all. Further, an inactive market may also impair our ability to raise capital by selling additional equity in the ~~person~~future, ~~became~~and may impair our ability to enter into strategic anpartnerships ~~interested~~or ~~stockholder~~acquire ~~unless:~~companies or products by using shares of our common stock as consideration.

●Our failure ~~prior~~ to ~~such~~meet ~~date,~~ the ~~board~~continued oflisting ~~directors~~requirements of ~~the~~NYSE ~~corporation~~American ~~approved~~could ~~either~~result ~~the business combination or the transaction which resulted~~ in the stockholder becoming an interested stockholder; ● upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned (1) by persons who are directors and also officers and (2) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a ~~tender~~de-listing ~~or exchange offer; or ● on or after such date, the business combination is approved by the board~~ of ~~directors~~our ~~and~~common ~~authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting~~ stock ~~that is not owned by the interested stockholder~~.

~~For~~We ~~purposes~~may fail to satisfy the continued listing requirements of ~~Section~~NYSE ~~203~~American, asuch ~~“business~~as ~~combination”~~the ~~includes~~corporate agovernance ~~merger~~requirements or the minimum stock price requirement, ~~asset~~and ~~sale~~the NYSE American may take steps to de-list our common stock. Such a de-listing or ~~other~~the ~~transaction~~announcement ~~resulting~~of insuch de-listing will have a ~~financial~~negative effect on the price of our common stock and would impair your ability to sell or purchase our common ~~benefit~~stock when you wish to do so. In the ~~interested~~event ~~stockholder~~of a de-listing, ~~and~~we anmay ~~“interested~~attempt ~~stockholder”~~to istake aactions ~~person~~to ~~who,~~restore ~~together~~our compliance with ~~affiliates~~the ~~and~~NYSE ~~associates,~~American ~~owns~~listing requirements, orbut ~~within~~we ~~three~~can ~~years~~provide ~~prior~~no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the ~~date~~market ofprice ~~determination~~or ~~whether~~improve the ~~person~~liquidity isof anour ~~“Interested~~common ~~Stockholder”~~stock, ~~did~~prevent ~~own,~~our common stock from dropping below the NYSE ~~15%~~American minimum listing requirements or ~~more~~prevent offuture non-compliance with the ~~corporation’s~~NYSE ~~voting~~American ~~stock~~listing requirements.

InEven ~~addition,~~if ~~our~~the ~~authorized~~Reverse ~~but~~Stock ~~unissued~~Split ~~shares~~achieves ofthe ~~common~~requisite ~~stock~~increase ~~are~~in ~~available~~the ~~for~~market ~~our~~price ~~board to issue without stockholder approval. We may use these additional shares for a variety~~ of ~~corporate purposes, including future public or private offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of~~ our ~~authorized but unissued shares of~~ common stock ~~could render more difficult or discourage an attempt to obtain control of our Company by means of a proxy contest~~, ~~tender~~we ~~offer,~~cannot ~~merger~~assure oryou ~~other transaction.~~that ~~Our~~we ~~authorized~~will ~~but unissued shares may~~ be ~~used~~able to ~~delay,~~continue defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders. The board of directors is also authorized to ~~adopt,~~comply ~~amend or repeal our Bylaws (provided, however, that no such adoption, amendment, or repeal shall be valid~~ with ~~respect to bylaw provisions which have been adopted, amended, or repealed by~~ the ~~stockholders; and~~minimum ~~further~~bid ~~provided,~~price ~~that~~requirement ~~bylaw provisions adopted or amended by the board~~ of ~~directors~~NYSE ~~and any powers thereby conferred may be amended, altered, or repealed by the stockholders) which could delay, defer or prevent a change in control~~American.

Even if the Reverse Stock Split achieves the requisite increase in the market price of our common stock to be in compliance with the minimum bid price of NYSE American, there can be no assurance that the market price of our common stock following the Reverse Stock Split will remain at the level required for continuing compliance with that requirement. It is not uncommon for the market price of a company’s common stock to decline in the period following a Reverse Stock Split. If the market price of our common stock declines following the effectuation of the Reverse Stock Split, the percentage decline may be greater than would occur in the absence of a reverse stock split. In any event, other factors unrelated to the number of shares of our common stock outstanding, such as negative financial or operational results, could adversely affect the market price of our common stock and jeopardize our ability to meet or maintain NYSE American’s minimum bid price requirement.

WeThe ~~are~~Reverse ~~subject~~Stock toSplit ~~the~~may ~~laws~~decrease ~~of Delaware on corporate matters, including their indemnification provisions. Section 102 of~~ the ~~DGCL~~liquidity ~~permits a corporation to eliminate the personal liability~~ of ~~directors of a corporation to~~ the ~~corporation~~shares ~~or its stockholders for monetary damages for a breach~~ of ~~fiduciary~~our ~~duty~~common as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock ~~repurchase in violation of Delaware corporate law or obtained an improper personal benefit~~.

~~Section~~The ~~145~~liquidity of the ~~DGCL,~~shares asof ~~the~~our ~~same~~common ~~exists~~stock or may ~~hereafter~~ be ~~amended,~~affected ~~provides~~adversely ~~that~~by athe ~~Delaware~~Reverse ~~corporation~~Stock ~~may~~Split ~~indemnify~~given ~~any~~the ~~persons~~reduced ~~who~~number ~~were, or~~of ~~are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative~~shares oroutstanding ~~investigative~~following ~~(other than an action by or in~~ the ~~right~~Reverse ofStock ~~such corporation)~~Split, byespecially ~~reason~~if of the ~~fact~~market ~~that~~price ~~such person is or was an officer, director, employee or agent~~ of ~~such~~our ~~corporation,~~common orstock isdoes ornot ~~was~~increase ~~serving at the request of such corporation~~ as a ~~director, officer, employee~~result ~~or agent~~ of ~~another~~the ~~corporation~~Reverse orStock ~~enterprise~~Split. ~~The~~In ~~indemnity may include expenses (including attorneys’ fees)~~addition, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the ~~corporation’s~~Reverse ~~best interests~~Stock ~~and,~~Split ~~with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation~~ may ~~indemnify~~increase ~~any persons who are, were or are threatened to be made, a party to any threatened, pending or completed action or suit by or in~~ the ~~right~~number of ~~the~~stockholders ~~corporation~~who byown ~~reason~~odd ~~of the fact that such person was a director, officer, employee or agent~~lots of(less ~~such~~than ~~corporation,~~100 orshares) ~~is or was serving at the request~~ of ~~such~~our ~~corporation~~common ~~as a director~~stock, ~~officer,~~creating ~~employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with~~ the ~~defense~~potential orfor ~~settlement of~~ such ~~action~~stockholders ~~or suit, provided such person acted in good faith and in a manner he or she reasonably believed~~ to beexperience in or not opposed to the corporation’s best interests, provided that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an ~~officer, director,~~increase ~~employee, or agent is successful on the merits or otherwise~~ in the ~~defense~~cost of ~~any action referred to above, the corporation~~selling ~~must~~their ~~indemnify~~shares ~~him~~and orgreater ~~her~~difficulty ~~against~~effecting ~~the expenses which~~ such ~~officer or director has actually and reasonably incurred~~sales.

~~Section~~Following ~~145 of~~ the ~~DGCL~~Reverse ~~further~~Stock ~~authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director~~Split, ~~officer,~~ ~~employee or agent of~~ the ~~corporation,~~resulting ormarket isprice orof ~~was~~our ~~serving~~common atstock ~~the~~may ~~request~~not ofattract ~~the~~new ~~corporation as a director~~investors, ~~officer,~~including ~~employee~~institutional ~~or agent of another corporation or enterprise~~investors, ~~against any liability asserted against him or her~~ and ~~incurred~~may bynot ~~him~~satisfy orthe ~~her~~investing inrequirements ~~any such capacity, arising out~~ of ~~his~~those orinvestors. ~~her status as such~~Consequently, ~~whether or not~~ the ~~corporation~~trading ~~would~~liquidity ~~otherwise~~of ~~have~~our ~~the~~common ~~power to indemnify him or~~stock ~~her~~may ~~under~~not ~~Section 145 of the DGCL~~improve.

~~Our~~Although ~~Certificate~~we ~~provides~~believe that, toa ~~the~~higher ~~fullest~~market ~~extent~~price ~~permitted~~of byour ~~Delaware~~common ~~law,~~stock ~~as it~~ may behelp ~~amended~~generate ~~from~~greater ~~time~~or tobroader ~~time~~investor interest, ~~none~~there ofcan ~~our directors will~~ be ~~personally~~no ~~liable~~assurance that tothe usReverse orStock ~~our~~Split ~~stockholders~~will ~~for~~result ~~monetary~~in ~~damages resulting from~~ a ~~breach~~share ofprice ~~fiduciary~~that ~~duty~~will asattract anew ~~director. Our Certificate also provides discretionary indemnification for the benefit of our directors~~investors, ~~officers~~including ~~and~~institutional ~~employees, to the fullest extent~~investors. ~~permitted~~In ~~by Delaware law~~addition, asthere itcan ~~may~~ be ~~amended~~no ~~from~~assurance ~~time~~that tothe ~~time.~~market ~~Pursuant~~price toof our ~~Bylaws,~~common westock ~~are~~will ~~required~~satisfy tothe ~~indemnify~~investing ~~our~~requirements ~~directors, officers,~~of ~~employees~~those ~~and~~investors. As ~~agents~~a result, ~~and we have~~ the ~~discretion~~trading toliquidity ~~advance~~of ~~his~~our orcommon ~~her~~stock ~~related~~may ~~expenses,~~not tonecessarily ~~the fullest extent permitted by law~~improve.

We doare ~~currently~~a ~~provide~~“controlled ~~liability~~company” ~~insurance~~within ~~coverage~~the meaning of the NYSE American rules and, as a result, qualify for, ~~our~~and ~~directors~~may rely on, exemptions and ~~officers~~relief from certain corporate governance requirements. WeIf ~~also~~we ~~have~~rely ~~entered~~on ~~into~~these ~~indemnification~~exemptions, ~~agreements~~our stockholders will not have ~~with~~the ~~our~~same ~~executive~~protections ~~officers~~afforded ~~and~~to ~~directors~~stockholders of companies that are subject to such requirements.

~~Insofar~~We asare ~~indemnification~~a ~~for~~“controlled ~~liabilities~~company” ~~arising~~within ~~under~~ the ~~Securities~~meaning ~~Act~~ of ~~1933,~~the asNYSE ~~amended~~American ~~(the~~corporate ~~“Securities~~governance ~~Act”)~~standards. ~~may~~Under bethese ~~permitted~~corporate togovernance ~~our directors~~standards, ~~officers~~a ~~and~~company ~~controlling~~of ~~persons~~which ~~pursuant~~more tothan 50% of the ~~foregoing~~voting ~~provisions,~~power orin ~~otherwise,~~the weelection ~~have~~of ~~been~~directors ~~advised~~is ~~that~~held inby ~~the~~an individual, group ~~opinion~~or ofanother ~~the~~company ~~SEC~~is ~~such~~a ~~indemnification~~“controlled iscompany” ~~against~~and ~~public~~may ~~policy~~elect asnot ~~expressed~~to incomply ~~the~~with ~~Securities~~certain ~~Act~~corporate ~~and~~governance ~~is,~~requirements. For ~~therefore~~example, ~~unenforceable.~~controlled companies are not required to have:

~~Market~~● a board that is composed of a majority of “independent directors,” as defined under the NYSE American rules; ● a compensation committee that is composed entirely of independent directors; and ● director nominations be made, or recommended to the full board of directors, by its independent directors, or by a nominations/governance committee that is composed entirely of independent directors.

~~Our~~As ~~common~~a ~~stock~~“controlled iscompany” ~~quoted~~within onthe meaning of the ~~OTC~~NYSE ~~Markets~~American rules, ~~Inc.’s~~we ~~OTCQX~~are ~~Best~~permitted ~~Market~~to ~~under~~rely on, and may elect to utilize, one or more of the ~~symbol~~exemptions from certain corporate governance standards of the NYSE American for as long as we continue to qualify as a “~~REED~~controlled company.” If we do rely on such exemptions in the future, our stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE American. Investors may find our common stock less attractive as a result of our reliance on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

~~Transfer~~Risks ~~Agent~~Related to Our Business and Industry

~~The~~We ~~transfer~~have ~~agent~~incurred ~~for~~and ~~the~~may ~~Company’s~~continue ~~common~~to ~~stock~~incur islosses, ~~Transfer~~and ~~Online,~~we ~~Inc.,~~may ~~telephone~~be ~~(503)~~unable ~~227-2950~~to achieve or maintain profitability.

We incurred net losses of $13.2 million and $15.5 million for the fiscal years ended December 31, 2024 and 2023, respectively. While we aim to reduce costs, our operating expenses may increase over time as we continue to invest in growing our business, increasing our customer base, contract manufacturers and distributors, and expanding our selling and marketing channels. Our expansion efforts may prove more expensive than we anticipate, and there is no guarantee that these efforts will translate into sufficient sales to cover our expenses and result in profits. In addition, if our efforts to increase the average selling price of our products over time result in outsized volume decreases, our net sales may be adversely impacted and it will be challenging to achieve profitability or maintain pace with cost increases over time. We incur significant expenses in developing our innovative products and delivering, handling and marketing our products. Accordingly, we may not be able to achieve or maintain profitability, and we may continue to incur significant losses in the future.

~~PRIVATE~~Failure ~~PLACEMENT~~to OFrealize ~~COMMON~~benefits ~~STOCK~~from our productivity initiatives can adversely affect our financial performance.

OnOur ~~September~~future ~~15,~~growth ~~2025~~depends, ~~Reed’s~~in part, ~~issued~~on ~~and~~our ~~sold~~ability ~~5,000,000~~to ~~shares~~continue ofto ~~common~~reduce ~~stock,~~costs $0and improve efficiencies.~~0001~~ ~~par~~We ~~value~~continue ~~per~~to ~~share,~~identify ~~for~~and ~~aggregate~~implement ~~gross~~initiatives ~~proceeds~~that ofwe $5believe will position our business for long-term sustainable growth by allowing us to achieve a lower cost structure,~~000,000~~ improve decision-making and operate more efficiently. ~~pursuant~~If we are unable to successfully implement our productivity initiatives as planned or do not achieve expected savings as a ~~securities~~result ~~purchase~~of ~~agreement~~these ~~with~~initiatives, ~~six~~we ~~accredited~~may ~~investors.~~not ~~The~~realize ~~purchase~~all ~~price~~or any of the anticipated benefits, resulting ~~per~~in ~~share~~adverse ~~was~~effects $1on our financial performance.~~00.~~

~~The~~Our ~~securities~~current ~~purchase~~indebtedness ~~agreement includes standard representations~~contains, ~~warranties,~~and ~~mutual~~any ~~indemnification~~future ~~provisions~~indebtedness ~~and~~may ~~covenants~~contain, ofrestrictions ~~the~~on ~~Company and~~our ~~investors~~business. If Awe ~~customary~~are ~~liquidated~~unable ~~damages~~to ~~provision~~secure isadditional ~~included~~financing toon ~~address~~favorable aterms, ~~buy-in~~or ~~failure.~~at ~~The~~all, ~~parties~~when ~~also~~we ~~entered~~require ~~into~~it, aour ~~registration rights~~ability ~~agreement pursuant~~ to ~~which~~continue ~~Reed’s agreed~~ to ~~file~~grow aour business ~~registration~~or ~~statement~~react ~~on Form S-1, at its sole expense,~~ to ~~register the~~market ~~shares~~conditions ~~for~~could ~~resale~~be ~~within~~impaired 15and ~~days~~in ofturn ~~closing.~~adversely ~~The~~affect ~~registration~~our ~~rights~~financial ~~agreement~~position ~~contains additional customary deadlines~~ and ~~mutual indemnification~~results ~~provisions~~of operations.

~~SUMMARY~~We OFintend ~~THE~~to ~~OFFERING~~continue to expand, grow and develop our business, which may require additional capital to develop new products, enhance our platform, expand distribution, improve our operating infrastructure, react to market conditions and finance working capital requirements. Accordingly, we may need to engage in additional equity or debt financings to secure additional capital. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock.

Common stock offered by the selling shareholders		Up to 5,000,000 shares of our common stock.
Use of Proceeds		We will not receive any of the proceeds from the sale of the shares of common stock pursuant to this prospectus.
Offering Price		The selling shareholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or privately negotiated prices.
Risk Factors		An investment in our securities involves a high degree of risk. See the section entitled “Risk Factors” of this prospectus and the similarly titled sections in the documents incorporated by reference into this prospectus.
OTCQX Best Market symbol		REED

Additionally, on September 26, 2025, we entered into the first amendment (the “Amendment”) to our Senior Secured Loan and Security Agreement (as amended, the “Loan Agreement”) with certain funds affiliated with Whitebox Advisors, LLC (the “Lenders”) and Cantor Fitzgerald Securities, as administrative agent and collateral agent, with respect to our revolving credit facility (the “Senior Secured Facility”). The Amendment provides a revolving credit commitment in an aggregate amount of $9.25 million and, as of September 30, 2025, the principal amount outstanding was $9.25 million. The Senior Secured Facility is secured by substantially all of our assets, including all intellectual property. Our current and future indebtedness, including the revolving credit commitment under the Senior Secured Facility, may have significant negative effects on our operations, including:

~~USE OF~~● ~~PROCEEDS~~impairing our ability to obtain additional financing in the future (or to obtain such financing on acceptable terms) for working capital, capital expenditures, acquisitions or other important needs, and subjecting us to other restrictive covenants that may reduce our ability to take certain corporate actions; ● requiring us to dedicate a portion of our cash resources to the payment of interest and principal, reducing money available to fund working capital, capital expenditures, potential acquisitions, international expansion, new product development, new enterprise relationships and other general corporate purposes; ● requiring us to repay the principal and accrued interest on the revolving credit commitment under the Senior Secured Facility in an event of default under the covenants thereof, which could impair our liquidity and reduce the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other important needs; ● limiting our ability to adjust to rapidly changing conditions in the industry, reducing our ability to withstand competitive pressures and making us more vulnerable to a downturn in general economic conditions or business than our competitors with relatively lower levels of debt; and ● requiring us, in certain circumstances, to obtain approval from Whitebox Advisors, LLC and/or the lenders party to the Senior Secured Facility before embarking on certain mergers, acquisitions, capital expenditures, or other operational issues.

We ~~will~~intend to satisfy our current and future debt service obligations with our then existing cash and cash equivalents. However, we may not have ~~receive~~sufficient funds, and may be unable to arrange for additional financing, to pay the amounts due under the Senior Secured Facility or any ofother debt instruments. In addition, the ~~proceeds~~Senior ~~from~~Secured Facility contains, and the ~~sale~~agreements governing our future indebtedness may contain, restrictive covenants that may limit our ability to engage in activities that may be in our long-term best interest. These restrictive covenants include, among others, limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, investments (including acquisitions), dividends and other restricted payments and transactions with affiliates. Our failure to make payments under or comply with other covenants contained in the ~~shares~~documents governing our indebtedness could result in an event of ~~common~~default ~~stock~~which, ~~pursuant~~if not cured or waived, could result in the acceleration of substantially all of our debt and potentially the foreclosure on our assets in the event we are unable to ~~this~~repay ~~prospectus~~all amounts owed.

~~SELLING~~If ~~SHAREHOLDERS~~we are unable to secure additional funding on favorable terms, or at all, when we require it, our ability to continue to grow our business to react to market conditions could be impaired, which would adversely affect our financial position and results of operations.

~~The~~Demand ~~shares~~for ofour ~~common~~products ~~stock~~can ~~being~~fluctuate ~~offered~~significantly byand ~~the~~our ~~selling~~management’s ~~shareholders~~estimates ~~are 5,000,000 shares~~ of ~~our~~future ~~common~~product ~~stock.~~demand Wemay ~~are~~be ~~registering~~inaccurate, particularly ~~the~~with ~~shares~~new ofproducts. ~~common~~Further, ~~stock~~we inmay ~~order~~be subject to ~~permit~~a ~~the~~variety ~~selling~~of ~~shareholders~~other tofactors ~~offer~~that ~~the~~impact ~~shares~~timely ~~for~~production ~~resale~~and ~~from~~shipment ~~time~~of toour ~~time~~products. ~~The selling~~ ~~stockholders~~Our ~~acquired~~business ~~their~~and ~~securities~~results inof ~~the~~operations ~~transaction~~are ~~described~~impacted ~~above~~by ~~under~~product ~~the~~shortages ~~heading~~as ~~“Description~~well ofas ~~the~~product ~~Private Placement~~surplus.”

~~For~~Management’s ~~purposes~~estimates of ~~this~~future ~~prospectus,~~product ~~“selling~~demand ~~shareholders”~~may ~~includes~~be ~~the~~inaccurate, ~~shareholders~~which ~~listed~~could ~~below~~result ~~and~~in ~~their~~an ~~permitted~~understated ~~transferees, pledgees, assignees, distributees, donees~~ or ~~successors~~overstated orprovision ~~others~~required ~~who~~for ~~later~~excess and ~~hold~~obsolete ~~any~~inventory. As of ~~the~~December ~~selling~~31, ~~shareholders’~~2024 ~~interests~~and ~~in the~~2023, ~~securities.~~inventory Tohas ~~the~~been ~~extent~~reduced ~~required,~~by wecumulative ~~will~~write-downs ~~file~~for ainventory ~~supplement~~aggregating approximately to$277,000 ~~this~~and ~~prospectus~~$1.8 ~~(or~~million, arespectively. ~~post-effective~~In ~~amendment hereto~~addition, ifwe ~~necessary) to~~incurred ~~name~~$1.7 ~~successors~~million toof ~~any~~inventory ~~named~~write-offs ~~selling~~related ~~shareholders~~to changes ~~who~~in ~~are~~product ~~able~~portfolio tooptimization ~~use~~made ~~this~~by ~~prospectus~~new tomanagement ~~resell~~during the ~~ordinary~~nine ~~shares~~months ~~registered~~ended ~~hereby~~September 30, 2025.

~~The~~When ~~table~~we ~~below~~underestimate ~~lists~~demand ~~the~~for ~~selling~~our ~~shareholders~~products, ~~and~~we ~~other~~are ~~information~~unable ~~regarding~~to ~~the~~secure ~~beneficial~~sufficient ~~ownership~~ingredients ofor ~~the~~raw ~~shares~~materials ofor ~~common~~procure ~~stock~~adequate bypacking ~~each~~arrangements ofto ~~the~~obtain ~~selling~~adequate ~~shareholders.~~or ~~The~~timely ~~second~~shipment ~~column~~of ~~lists~~our ~~the~~products, ~~number~~as ofa ~~shares~~result of ~~common~~which ~~stock~~we ~~beneficially~~are ~~owned~~not byable ~~each~~to ~~selling~~satisfy ~~shareholder as~~demand ofon ~~September~~a ~~17, 2025~~short-term basis.

~~The~~It ~~amounts~~is ~~listed~~difficult into predict the ~~third~~timing and ~~fourth~~amount ~~columns~~of ~~reflect~~our ~~the~~sales ~~number~~because ofour ~~shares~~distributors ~~being~~are ~~offered~~not byrequired ~~each~~to ~~selling~~place ~~shareholder~~minimum ~~and~~orders ~~the~~with ~~number~~us. ofOur ~~shares~~independent ~~remaining~~distributors ~~following~~and ~~the~~national ~~sale~~accounts ofare ~~such~~not ~~shares,~~required ~~respectively~~to place minimum monthly or annual orders for our products. ~~The~~In ~~fifth~~order to ~~column~~reduce ~~sets~~their ~~forth~~inventory ~~the~~costs, ~~percentage~~independent ofdistributors ~~shares~~typically oforder ~~common~~products ~~stock~~from us on a “just in time” basis in quantities ~~beneficially~~and ~~owned~~at ~~following~~such times based on the ~~sale~~demand offor the ~~offered~~products ~~shares~~in a particular distribution area. ~~The~~Accordingly, ~~amounts~~we ~~listed~~cannot dopredict ~~not~~the ~~assume~~timing ~~sales~~or quantity of purchases by any ~~other~~of ~~selling~~our ~~shareholder~~independent distributors or whether any of our distributors will continue to purchase products from us in the same frequencies and ~~are~~volumes ~~subject~~as tothey may have done in the ~~maximum~~past. ~~number~~Additionally, ofour ~~shares~~larger ~~that~~distributors and partners may bemake orders ~~resold~~that ~~under~~are ~~this~~larger ~~prospectus~~than we have historically been required to fill.

All information with respect to the common stock ownership of the selling shareholders has been furnished by or on behalf of the selling shareholders. We believe, based on information supplied by the selling shareholders, that except as may otherwise be indicated in the footnotes to the table below, each selling shareholder has sole voting and dispositive power with respect to the shares of common stock reported as beneficially owned by such selling shareholder. Because the selling shareholders identified in the table may sell some or all of the shares of common stock beneficially owned by them and covered by this prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares of common stock, no estimate can be given as to the number of shares of common stock available for resale hereby that will be held by the selling shareholders upon termination of this offering. In addition, the selling shareholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, the shares of common stock they beneficially own in transactions exempt from the registration requirements of the Securities Act after the date on which they provided the information set forth in the table below. We have, therefore, assumed for the purposes of the following table, that the selling shareholders will sell all of the shares of common stock owned beneficially by them that are covered by this prospectus, but will not sell any other shares of common stock that they presently own. Except as set forth below, neither the selling shareholders, nor any persons (entities or natural persons) who have control over the selling shareholders, have held any position or office, or have otherwise had a material relationship, with us or any of our subsidiaries within the past three years other than as a result of the ownership of our shares of common stock or other securities.

~~The~~Further, ~~selling~~all ~~shareholders~~of ~~may~~our ~~sell~~products ~~all,~~are ~~some~~produced orby ~~none~~our co-pack partners. For most of ~~their~~our ~~shares~~products, there are limited co-packing facilities in ~~this~~our ~~offering~~markets with adequate capacity and/or suitable equipment to package our products. ~~See~~If ~~“Plan~~a ofco-packer ~~Distribution~~terminates its relationship with us, we have in the past, and will likely in the future, experience a delay finding a suitable replacement, which will negatively impact our business and financial results.”

Name and Address of Selling Shareholder	Number of Shares of Common Stock Owned Prior to Offering (1)		Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus		Shares of Common Stock to be Owned After Offering (1)		Percentage of Common Stock to be Owned After Offering
Kwan Man Cheuk Rear Portion, 4/F, No. 215 Sai Yee Street, Mon Kok, Kowloon, Hong Kong		2,470,590		1,000,000		1,470,590		2.7	%
Li Ren Unit 501, Building 27, No. 11B, Sandian West Road, Qingyunpu District, Nanchang City, Jiangxi Province, China		1,537,634		1,000,000		537,634		1.0	%
Maylion Management Limited Room 1201, 12/F Jubilee Center 18 Fenwick Road, Wan Chai, China (2)		3,205,882		1,000,000		2,205,882		4.1	%
Tong Zheng Room 204, Tafaxianqyue Four Seasons, Begonia Garden Nanwan Street, Longgang District, Shenzhen, Guangdong Province, China		1,790,322		500,000		1,290,322		2.4	%
Wang Daming Room 808, Building A12, South District, Feinan Garden, Changqing Street, Baohe District Hefei City, Anhui Province, China		0		500,000		0		0	%
Xiangshan Investment (Hong Kong) Co., Limited Unit 1021, Beverly Commercial Centre. 87-105, Chatham Road South, Tsim Sha Tsui Kowloon, Hong Kong (3)		3,205,882		1,000,000		2,205,882		4.1	%

Reduction in future demand for our products would adversely affect our business.

*LessDemand for ~~than~~our 1%products depends in part on our ability to innovate and anticipate and effectively respond to shifts in consumer trends and preferences, including the types of products our consumers want and how they browse for, purchase and consume them. Consumer preferences continuously evolve due to a variety of factors, including: changes in consumer demographics, consumption patterns, diet (whether due to changes in consumer behavior and eating habits, the use of weight-loss drugs or other factors) and channel preferences (including continued increases in the e-commerce and online-to-offline channels); pricing; product quality; concerns or perceptions regarding packaging and its environmental impact (such as single-use and other plastic packaging); and concerns or perceptions regarding the nutrition profile and health effects of, or location of origin of, ingredients or substances in our products or packaging, including due to the results of third-party studies (whether or not scientifically valid). Concerns with any of the foregoing could lead consumers to reduce or publicly boycott the purchase or consumption of our products. Pandemics, epidemics or other disease outbreaks, such as COVID-19, and geopolitical events, international trade relations and tariffs, wars and other military conflicts have also impacted and could continue to impact consumer preferences and demand for our products. Consumer preferences are also influenced by perception of our brand image or the brand images of our products, the success of our advertising and marketing campaigns, our ability to engage with our consumers in the manner they prefer, including through the use of digital media or assets, and the perception of our use of social media and our response to political and social issues, geopolitical events, wars and other military conflicts or catastrophic events. These and other factors have reduced and could continue to reduce consumers’ willingness to purchase certain of our products, including as a result of public boycotts. Any inability on our part to anticipate or react to changes in consumer preferences and trends, or make the right strategic investments to do so, including investments in data analytics to understand consumer trends, can lead to reduced demand for our products, lead to inventory write-offs or erode our competitive and financial position, thereby adversely affecting our business and preventing us from gaining market share and achieving long-term profitability. In addition, our business operations, including our supply chain, are subject to disruption by geopolitical events, international trade relations and tariffs, wars and other military conflicts, natural disasters, pandemics, epidemics or other events beyond our control that could negatively impact product availability and decrease demand for our products.

1	“Beneficial ownership” is a term broadly defined in Rule 13d-3 under the Exchange Act and includes more than the typical form of stock ownership, that is, stock held in a person’s name. The term also includes what is referred to as “indirect ownership,” meaning ownership of shares as to which a person (entity or natural person) has or shares investment power. For purposes of this column, a person or group of persons is deemed to have “beneficial ownership” of any shares that are currently exercisable or exercisable within 60 days. Calculated based on 53,673,722 shares outstanding as of September 17, 2025.
2	Cheng Ching Mo is the director of Maylion Management Limited and has sole voting and dispositive power over the shares.
3	Li Baoshan is the director of Xiangshan Investment (Hong Kong) Co., Limited and has sole voting and dispositive control over the shares.

We may experience a reduced demand for some of our products due to health concerns (including obesity) and legislative initiatives against sweetened beverages.

Consumers are concerned about health and wellness; public health officials and government officials are increasingly vocal about obesity and its consequences. There has been a trend among some public health advocates and dietary guidelines to recommend a reduction in sweetened beverages, as well as increased public scrutiny, new taxes on sugar-sweetened beverages (see also the risk factor captioned “Our effective tax rate or taxes aimed at our products can adversely affect our business or financial performance” for more information), and additional governmental regulations concerning the marketing and labelling/packing of the beverage industry. Additional or revised regulatory requirements, whether labelling, tax or otherwise, could have a material adverse effect on our financial condition and results of operations. Further, increasing public concern with respect to sweetened beverages could reduce demand for our beverages and increase desire for more low-calorie soft drinks, water, enhanced water, coffee-flavored beverages, tea, and beverages with natural sweeteners. We are continuously working to reduce calories and sugar in our products while launching additional products, to pair with existing brand extensions that round out our portfolio. However, there is no guarantee that our product lines will meet consumer expectations, shifting consumer preferences, or regulatory developments.

~~PLAN~~Our OFreliance ~~DISTRIBUTION~~on distributors, retailers and brokers could affect our ability to efficiently and profitably distribute and market our products, maintain our existing markets and expand our business into other geographic markets.

~~Each~~Our ~~selling~~ability ~~shareholder~~to ofmaintain ~~the~~and ~~securities~~expand our existing markets for our products, and ~~any~~to ofestablish ~~their~~markets ~~pledgees~~in new geographic distribution areas, is ~~assignees~~dependent on our ability to establish and ~~successors-in-interest~~maintain ~~may~~successful relationships with reliable distributors, ~~from~~retailers ~~time~~and brokers strategically positioned to ~~time~~serve those areas. Most of our distributors, retailers and brokers sell ~~any~~and distribute competing products and our products ormay ~~all~~represent a small portion of their ~~securities~~businesses. ~~covered~~The ~~hereby~~success of this network will depend on the ~~principal~~performance ~~Trading~~of ~~Market~~the ordistributors, ~~any~~retailers and ~~other~~brokers ~~stock~~of ~~exchange,~~this ~~market~~network. orOur ~~trading~~ability ~~facility~~to onincentivize and motivate distributors to manage and sell our products is affected by competition ~~which~~from other beverage companies who have greater resources than we do. To the ~~securities~~extent that our distributors, retailers and brokers are ~~traded~~distracted from selling our products or do not employ sufficient efforts in ~~private~~managing ~~transactions.~~and ~~These~~selling our products, including re-stocking the retail shelves with our products, our sales ~~may~~and results of operations could be atadversely ~~fixed~~affected. Furthermore, such third parties’ financial position or ~~negotiated~~market ~~prices~~share may deteriorate, which could adversely affect our distribution, marketing and sales activities. AOur ~~selling~~ability to ~~shareholder~~maintain and expand our distribution network and attract additional distributors, retailers and brokers will depend on a number of factors, some of which are outside our control. Some of these factors include: (i) the level of demand for our brands and products in a particular distribution area; (ii) our ability to price our products at levels competitive with those of competing products; and (iii) our ability to deliver products in the quantity and at the time ordered by distributors, retailers and brokers. We may not be able to ~~use~~successfully manage all or any ~~one~~of these factors in any of our current or ~~more~~prospective geographic areas of ~~the~~distribution. ~~following~~Our ~~methods~~inability to ~~when~~achieve ~~selling~~success ~~securities:~~with regards to any of these factors in a geographic distribution area will have a material adverse effect on our relationships in that particular geographic area, thus limiting our ability to maintain or expand our market, which will likely adversely affect our revenues and financial results.

●Supply chain ~~ordinary~~challenges ~~brokerage~~have ~~transactions~~impacted ~~and~~our ~~transactions~~ability into ~~which~~respond ~~the~~effectively ~~broker-dealer~~or ~~solicits purchasers; ● block trades~~ in ~~which~~a ~~the~~timely ~~broker-dealer~~manner ~~will attempt~~ to ~~sell~~increases ~~the~~in ~~securities~~demand asfor ~~agent~~our ~~but~~products ~~may position~~ and ~~resell~~have adversely aimpacted ~~portion~~our ofbusiness. ~~the~~Supply ~~block~~chain asconstraints ~~principal~~could tocause ~~facilitate the transaction; ● purchases by~~ a ~~broker-dealer~~disruption ~~as principal and resale by the broker-dealer for its account; ● an exchange distribution~~ in ~~accordance~~our ~~with~~ability ~~the~~to ~~rules~~obtain ofraw ~~the~~materials ~~applicable~~required ~~exchange; ● privately negotiated transactions; ● settlement of short sales; ● in transactions through broker-dealers that agree with the selling shareholders~~ to manufacture ~~sell~~our aproducts ~~specified~~and ~~number~~adversely ofaffect ~~such~~our ~~securities~~operations atand afinancial stipulated price per security; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable lawperformance.

We have experienced supply chain challenges. The disruption and increased lead times caused by labor shortages, significant raw material ~~selling~~cost ~~shareholders~~inflation, ~~may~~logistics ~~also~~issues, ~~sell~~increased ~~securities~~freight ~~under~~costs ~~Rule~~and ~~144~~ongoing orport ~~any~~congestion ~~other~~have ~~exemption~~resulted ~~from~~in ~~registration~~suppressed ~~under~~margins. The average cost of shipping and handling of our products during the ~~Securities~~years ~~Act~~ended December 31, 2024 and 2023 was $2.75 and $3.07 per case, respectively. Although we have experienced decreases in freight costs and have implemented mitigation plans to manage this risk, in our opinion there remains a volatile environment, and we will continue to monitor pricing and availability in transportation. Any increase in transportation costs (including increases in fuel costs), shipping costs or warehouse costs, port or supplier-side delays, reductions in the transportation capacity of ~~1933~~carriers, labor strikes or shortages in the transportation industry, disruptions to the national and international transportation ifinfrastructure, ~~available~~decreased warehouse availability and unexpected delivery interruptions or delays may increase the cost of, ~~rather~~and ~~than~~adversely impact, ~~under~~our ~~this~~logistics ~~prospectus~~and our ability to provide quality and timely service to our distributors and customers.

~~Broker-dealers~~Furthermore, ~~engaged~~periodic byand ~~the~~often ~~selling~~unpredictable ~~shareholders~~industry-wide ~~may~~shortages ~~arrange~~of ~~for~~raw ~~other~~materials, ~~brokers-dealers~~including toaluminum ~~participate~~cans, inglass ~~sales.~~bottles, ~~Broker-dealers~~and ~~may~~the ~~receive commissions~~principal oringredients ~~discounts~~used ~~from~~in ~~the~~our ~~selling~~products, ~~shareholders~~such ~~(or,~~as iforganic ~~any~~ginger ~~broker-dealer~~and ~~acts~~cane assugar, ~~agent~~could ~~for~~disrupt or delay the ~~purchaser~~production of ~~securities,~~certain ~~from~~products and adversely affect our operations and financial performance. The prices of the ~~purchaser)~~ principal raw materials used in ~~amounts~~our products are subject to befluctuation. ~~negotiated,~~We ~~but,~~are ~~except~~uncertain aswhether ~~set~~the ~~forth~~prices inof aany ~~supplement~~of tothe ~~this~~foregoing ~~Prospectus,~~or any other raw materials or ingredients we utilize will rise in the ~~case~~future and whether we will be able to pass any of ansuch ~~agency~~increases ~~transaction~~on to our customers. We do not inuse hedging agreements or ~~excess~~alternative ofinstruments ato ~~customary~~manage ~~brokerage~~the ~~commission~~risks associated with securing sufficient ingredients or other raw materials. Although we regularly monitor companies in ~~compliance~~our ~~with~~supply ~~FINRA~~chain ~~Rule~~and ~~2121;~~use alternative suppliers when necessary and inavailable, ~~the~~supply ~~case~~chain ofconstraints could cause a ~~principal~~disruption ~~transaction~~in aour ~~markup~~ability orto obtain raw materials required to manufacture our products and adversely affect our operations, financial ~~markdown~~condition, inresults ~~compliance~~of ~~with~~operations, ~~FINRA~~and ~~Rule~~cash ~~2121~~flows.

InDamage connection with the sale of the securities or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling shareholders may also sell securities short and deliver these securities to ~~close~~our ~~out~~reputation ~~their short positions,~~ or ~~loan or~~brand ~~pledge~~image ~~the~~can ~~securities~~adversely toaffect ~~broker-dealers~~our ~~that in turn may sell these securities~~business. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

Maintaining a positive reputation is critical to selling our products. Our reputation or brand image could be adversely impacted by a variety of factors, including: particular ingredients in our products, including concerns regarding whether certain of our products contribute to obesity and other health conditions; any product quality or safety issues, including the recall of any of our products; any failure by us or by independent contract manufacturers and suppliers with whom we do business to comply with applicable laws and regulations or ethical business practices; marketing programs, use of social media; or any failure to effectively respond to negative or inaccurate comments about us on social media or otherwise regarding any of the foregoing. Damage to our reputation or brand image could decrease demand for our products, thereby adversely affecting our business.

~~The~~We ~~selling~~have ~~shareholders~~in the past, and ~~any~~may ~~broker-dealers~~in orthe ~~agents~~future, ~~that~~use ~~are~~social ~~involved~~media ininfluencers ~~selling~~and ~~the~~celebrities ~~securities~~for ~~may~~product bepromotion ~~deemed~~and tomarketing, bewhich ~~“underwriters”~~may ~~within~~expose ~~the~~us ~~meaning~~to ofrisk ~~the~~that ~~Securities~~such ~~Act~~content incould ~~connection~~contain ~~with~~problematic, ~~such~~inaccurate, ~~sales~~or misleading product or marketing claims. InThese ~~such~~influencers and ~~event,~~celebrities ~~any~~could ~~commissions~~also ~~received~~engage in behavior that reflects poorly on our brand. Any claims or behavior by such ~~broker-dealers~~ influencers or ~~agents~~celebrities may be attributed to us and ~~any~~expose ~~profit~~us onto ~~the~~fines, ~~resale~~monetary liabilities, or could harm our brand reputation all of ~~the~~which ~~securities~~could ~~purchased~~have an adverse impact on our business and operations. Although we take measures to confirm that public information about our company and brand is accurate, compliant with regulations and substantiated by ~~them~~factual analysis and research, we may be ~~deemed~~subject to beclaims ~~underwriting~~that ~~commissions~~such information is false or ~~discounts~~misleading. Even if such claims are disproven, any negative publicity surrounding an assertion that our marketing materials are inaccurate ~~under~~could cause consumers to lose confidence in the ~~Securities~~safety ~~Act~~and quality of our products. ~~Each~~In ~~selling~~addition, ~~shareholder~~a ~~has~~judgment ~~informed~~against ~~the~~us ~~Company~~could ~~that~~lead itto further ~~does~~litigation ~~not~~and have ~~any~~a ~~written~~material oradverse ~~oral~~effect ~~agreement~~on orour ~~understanding~~business, ~~directly~~ orfinancial ~~indirectly~~condition, ~~with~~results ~~any~~of ~~person~~operations toor ~~distribute the securities~~liquidity.

~~The~~Product ~~Company~~recalls isor ~~required~~other toissues ~~pay~~or ~~certain~~concerns ~~fees~~with ~~and~~respect ~~expenses incurred by the Company incident~~ to ~~the~~product ~~registration~~quality ofand ~~the~~safety ~~securities.~~can ~~The~~adversely ~~Company has~~affect ~~agreed~~our tobusiness ~~indemnify the selling shareholders against certain losses, claims, damages~~ and ~~liabilities,~~financial ~~including liabilities under the Securities Act~~condition.

We ~~agreed~~have torecalled, ~~keep~~and ~~this~~could ~~prospectus~~in ~~effective until~~ the ~~earlier~~future ofrecall, ~~(i)~~products ~~the~~due ~~date~~to onproduct ~~which~~quality ~~the~~or ~~securities~~safety ~~may~~issues, besuch ~~resold~~as bymislabeling, ~~the~~spoilage ~~selling~~or ~~shareholders~~malfunction. ~~without~~Product ~~registration~~quality ~~and~~or ~~without~~safety ~~regard~~issues tocould ~~any~~reduce ~~volume~~consumer orconfidence ~~manner-of-sale~~and ~~limitations~~demand byfor ~~reason~~our ofproducts, ~~Rule~~cause ~~144~~production, ~~without~~inventory ~~the~~and ~~requirement for~~delivery ~~the~~disruptions, ~~Company~~and toresult be in ~~compliance~~increased ~~with~~costs ~~the~~(including ~~current~~payment ~~public~~of ~~information~~fines, ~~under~~judgments ~~Rule~~and ~~144~~legal ~~under~~fees, ~~the~~and ~~Securities~~costs ~~Act~~associated orwith ~~any~~alternative sources ~~other~~of ~~rule~~production) ofand ~~similar effect~~damage orour ~~(ii)~~reputation, all of ~~the~~which ~~securities~~can ~~have~~adversely ~~been~~affect ~~sold~~our ~~pursuant~~business toand ~~this~~financial ~~prospectus~~condition. Any perception or ~~Rule~~allegation ~~144~~(whether ~~under~~or ~~the~~not ~~Securities~~valid) ~~Act~~of orfailure ~~any~~to ~~other~~maintain ~~rule of~~adequate ~~similar~~oversight ~~effect.~~over ~~The~~product ~~resale~~quality ~~securities~~or ~~will~~safety becan ~~sold~~result ~~only~~in ~~through~~product ~~registered~~recalls, litigation, orgovernment ~~licensed~~investigations ~~brokers~~or inquiries or ~~dealers~~civil, ifall ~~required~~of ~~under~~which ~~applicable state~~may ~~securities~~result ~~laws~~in fines, penalties and damages. In addition, inwhile we ~~certain~~currently ~~states~~maintain insurance coverage that, ~~the~~subject ~~resale~~to ~~securities~~its ~~covered~~terms ~~hereby~~and ~~may~~conditions, ~~not~~is beintended ~~sold~~to ~~unless~~address ~~they~~costs ~~have~~associated ~~been~~with ~~registered~~certain oraspects ~~qualified~~of ~~for~~product ~~sale~~recalls, inthis insurance coverage may not, depending on the ~~applicable~~specific ~~state~~facts orand circumstances surrounding an ~~exemption~~incident, cover all losses or all types of claims that arise from an incident, or the ~~registration~~damage to our reputation or ~~qualification~~brands ~~requirement~~that ismay ~~available~~result ~~and~~from isan ~~complied with~~incident.

~~Under~~Any ~~applicable~~inability ~~rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect~~ to ~~the~~compete ~~common~~effectively ~~stock~~can ~~for~~adversely ~~the~~affect ~~applicable~~our ~~restricted period, as defined in Regulation M, prior to the commencement of the distribution~~business. In addition, the selling shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the selling shareholders or any other person. We will make copies of this prospectus available to the selling shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Our products compete against products of international beverage companies, as well as regional, local and private label and economy brand manufacturers and other competitors, including smaller companies developing and selling micro brands directly to consumers through e-commerce platforms or through retailers focused on locally sourced products. Our products compete primarily on the basis of brand recognition and loyalty, taste, quality, innovation, distribution, shelf space, advertising, and promotional activity, packaging, convenience, and the ability to anticipate and effectively respond to consumer preferences and trends. Some of our competitors have significantly more financial resources than us. These competitors can use their resources and scale to rapidly respond to competitive pressures and changes in consumer preferences by introducing new products, changing their route to market, reducing prices or increasing promotional activities. Our business can be adversely affected if we are unable to effectively promote or develop our existing products or introduce and effectively market new products, if we are unable to improve operating efficiencies, if we are unable to effectively respond to supply disruptions, pricing pressure (including as a result of commodity inflation) or otherwise compete effectively, and we may be unable to grow or maintain sales or category share or we may need to increase capital, marketing or other expenditures. It is possible that our competitors may either respond to industry conditions or consumer trends more rapidly or effectively or resort to price competition to sustain market share, which could adversely affect our sales and profitability. See also the risk factor captioned “Changes in the retail landscape or in sales to any key customer can adversely affect our business. Increased competitor consolidations, market-place competition, particularly among branded beverage products, and competitive product and pricing pressures could impact our earnings, market share and volume growth.”

Changes in the retail landscape or in sales to any key customer can adversely affect our business. Increased competitor consolidations, market-place competition, particularly among branded beverage products, and competitive product and pricing pressures could impact our earnings, market share and volume growth.

The retail industry is impacted by the actions and increasing power of retailers, including as a result of increased consolidation of ownership resulting in large retailers or buying groups with increased purchasing power, particularly in North America, Europe and Latin America. In this changing retail landscape, retailers and buying groups have impacted and may continue to impact our ability to compete in these jurisdictions by demanding lower prices or increased promotional programs. We may be required to grant retailers price concessions that negatively impact our margins and our profitability in order to compete with larger companies with significantly greater financial resources. If we are not able to lower our cost structure adequately in response to such competitive customer pricing, and if we are not able to attract and retain a profitable customer mix and a profitable product mix, our profitability could continue to be adversely affected. Furthermore, our inability to resolve a significant dispute with customers, a change in the business conditions (financial or otherwise) of either of these customers, even if unrelated to us, a significant reduction in sales to either of them, or the loss of either of them could adversely affect our business.

The beverage industry is highly competitive. We compete with other beverage companies not only for consumer acceptance but also for shelf space in retail outlets and for marketing focus by our distributors, all of whom also distribute other beverage brands. Our products compete with all non-alcoholic beverages, most of which are marketed by companies with substantially greater financial resources than ours. Some of these competitors are placing severe pressure on independent distributors not to carry competitive sparkling brands such as ours. We also compete with regional beverage producers and “private label” soft drink suppliers.

Our direct competitors in the sparkling beverage category include traditional large beverage companies and distributors, and regional premium soft drink companies. These national and international competitors have advantages such as lower production costs, larger marketing budgets, greater financial and other resources and more developed and extensive distribution networks than ours. We may not be able to grow our volumes or maintain our selling prices, whether in existing markets or as we enter new markets.

Increased competitor consolidations, market-place competition, particularly among branded beverage products, and competitive product and pricing pressures could impact our earnings, market share and volume growth. If, due to such pressure or other competitive threats, we are unable to sufficiently maintain or develop our distribution channels, we may be unable to achieve our current revenue and financial targets. As a means of maintaining and expanding our distribution network, we intend to introduce product extensions and additional brands. We may not be successful in doing this, or it may take us longer than anticipated to achieve market acceptance of these new products and brands, if at all. Other companies may be more successful in this regard over the long term. Competition, particularly from companies with greater financial and marketing resources than ours, could have a material adverse effect on our existing markets, as well as on our ability to expand the market for our products.

We may face difficulties as we expand our operations into new markets in which we have no prior operating experience.

As we work to grow our brand, we intend to enter into new markets, including eventually expanding into countries other than those in which we currently operate, including our recent expansion into new geographic markets in the Asia-Pacific region. It may be difficult for us to understand and accurately predict taste preferences and purchasing habits of consumers in these new geographic markets. We will also face increased competition with larger competitors who have stronger established brands in such markets. The political, legal and social systems of certain territories pose difficult challenges related to establishing and maintaining control and ownership of our brand and intellectual property, as well as mitigating the risk of diverted sales to other territories and/or sales diverted into the U.S. It is also costly to establish, develop and maintain international operations and develop and promote our brands in international markets and we may face adverse tax consequences, tariffs, and barriers to trade. As we expand our business into new countries, we may encounter regulatory, legal, personnel, technological and other difficulties that increase our expenses and/or delay our ability to become profitable and compete effectively in such countries, which may have a material adverse effect on our business and brand.

We are subject to international regulations that could adversely affect our business and results of operations.

We are subject to regulations internationally where we distribute and/or will sell our products. Our products are subject to numerous laws and regulations relating to the sourcing, manufacturing, storing, labeling, marketing, advertising and distribution of these products. If regulators determine that the labeling and/or composition of any of our products is not in compliance with laws or regulations in any jurisdictions in which we operate or may enter in the future, or if we or our contract manufacturers otherwise fail to comply with applicable laws and regulations in any jurisdictions in which we operate or may enter in the future, we could be subject to civil remedies or penalties, such as fines, injunctions, recalls or seizures, warning letters, restrictions on the marketing or manufacturing of the products, or refusals to permit the import or export of products, as well as potential criminal sanctions. In addition, enforcement of existing laws and regulations, changes in legal requirements and/or evolving interpretations of existing regulatory requirements may result in increased compliance costs and create other obligations, financial or otherwise, that could adversely affect our business, financial condition or operating results. In addition, if we expand our international operations, we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws, which generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials or other third parties for the purpose of obtaining or retaining business. While our policies mandate compliance with these anti-bribery laws, our internal control policies and procedures may not protect us from reckless or criminal acts committed by our employees or agents. Violations of these laws, or allegations of such violations, could disrupt our business, impact our reputation, and result in a material adverse effect on our results of operations, cash flows and financial condition.

Our performance significantly depends on the contributions of key personnel. If we lose key personnel, our operations and ability to manage our business may be affected.

Our performance significantly depends on the contributions of our executive officers and key employees, both individually and as a group and our ability to retain and motivate them. Certain of our officers and key personnel have many years of experience with us and in our industry and it may be difficult to replace them. If we lose key personnel, our operations and ability to manage our business may be affected.

Failure to attract, develop and maintain a highly skilled and diverse workforce or effectively manage changes in our workforce can have an adverse effect on our business.

Our business requires that we attract, develop and maintain a highly skilled and diverse workforce. Our employees are highly sought after by our competitors and other companies and our continued ability to compete effectively depends on our ability to attract, retain, develop and motivate highly skilled personnel for all areas of our organization. Our ability to do so has been and may continue to be impacted by challenges in the labor market, which has experienced and may continue to experience wage inflation, labor shortages, increased employee turnover, changes in availability of our workforce and changing worker expectations regarding flexible work models. Any unplanned turnover or failure to attract, develop and maintain a highly skilled and diverse workforce, can erode our competitive advantage or result in increased costs due to increased competition for employees or increased employee benefit costs.

We rely on our information technology, and a potential cyber-attack, data breach or other failure or disruption of our information technology could disrupt our operations and adversely affect our results of operations.

Our business increasingly relies on the successful and uninterrupted functioning of our information technology systems to process, transmit, and store electronic information. A significant portion of the communication between our personnel, customers, and suppliers depends on information technology. As with all large systems, our information technology systems may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases or components thereof, power outages, hardware failures, telecommunication failures, user errors or catastrophic events. In addition, cybersecurity related risks including security breaches and cyber-attacks such as computer viruses, denial-of-service attacks, malicious code (including ransomware), social-engineering attacks (including phishing attacks) or other information security breaches could result in unauthorized disclosure or misappropriation of our confidential information. These threats also may be further enhanced in frequency or effectiveness through threat actors’ use of artificial intelligence.

While we have security measures in place designed to protect the integrity of customer information and prevent data loss, misappropriation, and other security breaches, our information technology systems could nevertheless be penetrated by outside parties intent on extracting information, corrupting information or disrupting business processes (including for purposes of ransom demands or other forms of blackmail), particularly if the our information security training and compliance programs prove to be inadequate. In addition, if our information technology systems suffer severe damage, disruption or shutdown and our business continuity plans do not effectively resolve the issues in a timely manner, we may lose customers and suppliers and revenue and profits as a result of its inability to timely manufacture, distribute, invoice and collect payments from our customers, and could experience delays in reporting our financial results, including with respect to our operations in emerging markets. Furthermore, if we are unable to prevent security breaches, we may suffer financial and reputational damage because of lost or misappropriated confidential information belonging to us or to our customers or suppliers, and we may suffer indirect economic loss if our existing insurance policies and coverage related to information security risks prove to be insufficient. Failure or disruption of our information technology systems, or the back-up systems, for any reason could disrupt our operations and negatively impact our cash flows or financial condition.

Similar risks exist with respect to our business partners and third-party providers, including suppliers, software and cloud-based service providers, that we rely upon for aspects of various business processes and activities, including procurement, supply chain, manufacturing, distribution, information technology support services and administrative functions (including payroll processing, health and benefit plan administration and certain finance and accounting functions) and the systems managed, hosted, provided and/or used by such third parties and their vendors. For example, malicious actors have employed and could continue to employ the information technology supply chain to introduce malware through software updates or compromised supplier accounts or hardware and exploit known or unknown hardware or software vulnerabilities in our systems or the systems of our vendors and third-party service providers. The need to coordinate with various third-party service providers, including with respect to timely notification and access to personnel and information concerning an incident, may complicate our efforts to address issues that arise. As a result, we are subject to the risk that the activities associated with our third-party service providers can adversely affect our business even if the attack or breach does not directly impact our systems or information.

Future cyber incidents and other disruptions to our information systems can adversely affect our business.

We work with a third-party vendor, which has extensive cybersecurity expertise to help protect and defend against cybersecurity threats. This vendor has advised us on material cybersecurity-related risks and is helping us establish controls designed to protect, detect, respond to, and recover from cybersecurity incidents. These controls include firewall protection, antivirus software protection, two-factor authentication enforced on all endpoints including Windows PCs and laptops, and intrusion prevention software designed to automatically block any unauthorized access attempts on our servers. Our cybersecurity controls are embedded within our overall risk management processes and technology, including a 24/7 threat monitoring system provided by the vendor.

Cyberattacks and other cyber incidents are occurring more frequently, the techniques used to gain access to information technology systems and data, disable or degrade service or sabotage systems are constantly evolving and becoming more sophisticated in nature and are being carried out by groups and individuals with a wide range of expertise and motives. In addition, the rapid evolution and increased adoption of artificial intelligence technologies may increase our cybersecurity risks, including generative artificial intelligence augmenting threat actors’ technological sophistication to enhance existing or create new malware. We have not experienced a cyber security breach; however, a breach could have a material adverse effect on us in the future.

Failure to comply with personal data protection and privacy laws can adversely affect our business.

We are subject to a variety of continuously evolving and developing laws and regulations in numerous jurisdictions regarding personal data protection and privacy laws. These laws and regulations may be interpreted and applied differently from country to country or, within the United States, from state to state, and can create inconsistent or conflicting requirements. For example. the California Consumer Privacy Act, which was significantly modified by the California Privacy Rights Act, as well as comprehensive privacy legislation in Virginia, Colorado, Utah and Connecticut that became effective in 2023, as well as the European Union’s General Data Protection Regulation (GDPR), the U.K. General Data Protection Regulation (which implements the GDPR into U.K. law) and China’s Personal Information Protection Act, impose significant costs and challenges that are likely to continue to increase over time, particularly as additional jurisdictions continue to adopt similar regulations. Failure to comply with these laws and regulations or to otherwise protect personal data from unauthorized access, use or other processing, have in the past and could in the future result in litigation, claims, legal or regulatory proceedings, inquiries or investigations, damage to our reputation, fines or penalties, all of which can adversely affect our business.

Risks Related to Legal, Tax and Regulatory Matters

Our effective tax rate or taxes aimed at our products can adversely affect our business or financial performance.

Tax rates at the federal, state and local levels may be subject to significant change. If our effective tax rate increases, our operating results and cash flow could be adversely affected. Our effective income tax rate can vary significantly between periods due to a number of complex factors including, but not limited to, projected levels of taxable income in each jurisdiction, tax audits conducted and settled by various tax authorities, and adjustments to income taxes upon finalization of income tax returns.

In addition, certain jurisdictions in which our products are sold have either imposed, or are considering imposing, new or increased taxes on the manufacture, distribution or sale of certain of our products, as a result of ingredients contained in our products. These taxes vary in scope and form: some apply to all beverages, including non-caloric beverages, while others apply only to beverages with a caloric sweetener (e.g., sugar). Similarly, some measures apply a single tax rate per ounce/liter on beverages containing over a certain amount of added sugar (or other sweetener), some apply a graduated tax rate depending upon the amount of added sugar (or other sweetener) in the beverage and others apply a flat tax rate on beverages containing any amount of added sugar (or other sweetener). These tax measures, whatever their scope or form, have in the past and could continue to increase the cost of certain of our products, reduce overall consumption of our products or lead to negative publicity, resulting in an adverse effect on our business and financial performance.

Limitations on the marketing or sale of our products can adversely affect our business and financial performance.

Certain jurisdictions in which our products are sold or may be sold have either imposed, or are considering imposing, limitations on the marketing or sale of our products as a result of ingredients or substances in our products or product packaging. These limitations require that we highlight perceived concerns about a product or product packaging, warn consumers to avoid consumption of certain ingredients or substances present in our products, restrict the age of consumers to whom products are marketed or sold, limit the location in which our products may be available or discontinue the use of certain ingredients or packaging. Certain jurisdictions have imposed or are considering imposing color-coded labelling requirements where colors such as red, yellow and green are used to indicate various levels of a particular ingredient, such as sugar, sodium or saturated fat, in products. The imposition or proposed imposition of additional limitations on the marketing or sale of our products has in the past reduced and could continue to reduce overall consumption of our products, lead to negative publicity or leave consumers with the perception that our products do not meet their health and wellness needs, resulting in an adverse effect on our business and financial performance.

Furthermore, the marketing and labeling of any food product in recent years has brought increased risk that consumers will bring class action lawsuits and that the U.S. Federal Trade Commission (“FTC”) and/or state attorneys general will bring legal action concerning the truth and accuracy of the marketing and labeling of the product, seek removal of a product from the marketplace, and/or impose fines and penalties. Products that we sell carry claims as to their ingredients or health and wellness related attributes, including the term “natural” or other express or implied statements relating to the ingredients or health and wellness related attributes of our products. Although the U.S. Food and Drug Administration (“FDA”) and the U.S. Department of Agriculture (“USDA”) each has issued statements regarding the appropriate use of the word “natural,” there is no single, official U.S. government regulation defining the term “natural” for use in the food industry, which is true for many other label statements in the better-for-you and functionally-focused food industry. The lack of regulatory definition for “natural” and other label statements has contributed to legal challenges against many consumer products companies, and plaintiffs have commenced legal actions against several food companies that market “natural” products and/or product ingredients, asserting false, misleading and deceptive advertising and labeling claims, including claims related to genetically modified ingredients. In limited circumstances, the FDA has taken regulatory action against products labeled “natural” that contain synthetic ingredients, chemicals, processing and/or components. As a result of such legal or regulatory challenges, consumers may avoid purchasing products from us or seek alternatives, even if the basis for the claim is unfounded.

Laws and regulations related to the use or disposal of plastics or other packaging materials can adversely affect our business and financial performance.

We rely on diverse packaging solutions to safely deliver products to our customers and consumers. Certain of our products are sold in packaging designed to be recyclable, commercially compostable, biodegradable or reusable. However, not all packaging is recovered, whether due to lack of infrastructure, improper disposal or otherwise, and certain of our packaging is not currently recyclable, commercially compostable, biodegradable or reusable. Packaging waste not properly disposed of that displays one or more of our brands has in the past resulted in and could continue to result in negative publicity, litigation, government investigations or other action or reduced consumer demand for our products, adversely affecting our financial performance. Many jurisdictions in which our products are sold have imposed or are considering imposing laws, regulations or policies intended to encourage the use of sustainable packaging, waste reduction, increased recycling rates or decreased use of single-use plastics or to restrict the sale of products utilizing certain packaging. These laws, regulations and policies vary in form and scope and include extended producer responsibility policies, plastic or packaging taxes, minimum recycled content requirements, restrictions on certain products and materials, restrictions or bans on the use of certain types of packaging, including single-use plastics and packaging containing PFAS, restrictions on labelling related to recyclability, requirements to charge deposit fees and requirements to scale reusable or refillable packaging. For example, the European Union and certain states in the United States, among other jurisdictions, have imposed a minimum recycled content requirement for beverage bottle packaging and similar legislation is under consideration in other jurisdictions. These laws and regulations have in the past increased and could continue to increase the cost of our products, impact demand for our products, result in negative publicity and require us and our business partners, including our independent co-packers, to increase capital expenditures to invest in reducing the amount of virgin plastic or other materials used in our packaging, to develop alternative packaging or to revise product labelling, all of which can adversely affect our business and financial performance.

Our manufacturing process is not patented.

None of the manufacturing processes used in producing our products are subject to a patent or similar intellectual property protection. Our only protection against a third-party using our recipes and processes is confidentiality agreements with the companies that produce our beverages and with our employees who have knowledge of such processes. If our competitors develop substantially equivalent proprietary information or otherwise obtain access to our knowledge, we will have greater difficulty in competing with them for business, and our market share could decline.

If we are unable to adequately protect our intellectual property rights, or if we are found to infringe on the intellectual property rights of others, our business can be adversely affected.

We possess intellectual property rights that are important to our business, including ingredient formulas, trademarks, copyrights, business processes and other trade secrets. The laws of various jurisdictions in which we operate have differing levels of protection of intellectual property. Our competitive position and the value of our products and brands can be reduced and our business adversely affected if we fail to obtain or adequately protect our intellectual property, including our ingredient formulas, or if there is a change in law that limits or removes the current legal protections afforded our intellectual property.

We cannot assure you that the steps we have taken to protect our intellectual property rights are adequate, that our intellectual property rights can be successfully defended and asserted in the future or that third parties will not infringe upon or misappropriate any such rights. Failure to protect our rights could also prevent us from entering into new markets or territories in the future. Moreover, intellectual property disputes, proceedings, misappropriation or infringement claims may result in a significant distraction for management, diversion of resources, and significant expense, which may not be recoverable regardless of whether we are successful. Such proceedings may be protracted with no certainty of success, and an adverse outcome could subject us to liabilities, force us to cease use of certain trademarks or other intellectual property or force us to enter into licenses with others. Any one of these occurrences may have an adverse effect on our business, financial condition and results of operations.

Also, in the course of developing new products or improving the quality of existing products, we could in the future infringe or be alleged to infringe, on the intellectual property rights of others. Such infringement or allegations of infringement could result in expensive litigation and damages, damage to our reputation, disruption to our operations, injunctions against development, manufacturing, use and/or sale of certain products, inventory write-offs or other limitations on our ability to introduce new products or improve the quality of existing products, resulting in an adverse effect on our business.

Failure to comply with laws and regulations applicable to our business can adversely affect our business.

The conduct of our business is subject to numerous laws and regulations relating to the production, storage, distribution, sale, display, advertising, marketing, labelling, content (including whether a product contains genetically engineered ingredients), quality, safety, transportation, supply chain, traceability, sourcing (including pesticide use), packaging, disposal, recycling and use of our products or raw materials, employment and occupational health and safety, environmental, social and governance matters and reporting (including climate change), machine learning and artificial intelligence and data privacy and protection. The imposition of new laws, changes in laws or regulatory requirements or changing interpretations thereof, changes in the enforcement priorities of regulators, and differing or competing regulations and standards across the markets where our products or raw materials are made, manufactured, distributed or sold, have in the past and could continue to result in higher compliance costs, capital expenditures and higher production costs, resulting in adverse effects on our business. For example, increasing governmental and societal attention to environmental, social and governance matters has resulted and could continue to result in new laws or regulatory requirements, including expanded disclosure requirements that are expected to continue to expand the nature, scope and complexity of matters on which we are required to report. In addition, the entry into new markets or categories has resulted in and could continue to result in our business being subject to additional regulations resulting in higher compliance costs. If one jurisdiction imposes or proposes to impose new laws or regulations that impact the manufacture, distribution or sale of our products, other jurisdictions may follow. Failure to comply with such laws or regulations (or allegations thereof) can subject us to criminal or civil investigations or enforcement actions, including voluntary and involuntary document requests, fines, injunctions, product recalls, penalties, disgorgement of profits or activity restrictions, all of which can adversely affect our business.

Potential liabilities and costs from litigation, claims, legal or regulatory proceedings, inquiries or investigations inherent in our business can have an adverse impact on our business.

We have been party to a variety of litigation, claims, legal or regulatory proceedings, inquiries and investigations, including but not limited to disputes with our contractors, matters related to our ingredients, personal injury and employment, matters. These matters are uncertain and there is no guarantee that we will be successful in defending ourselves or that our assessment of the materiality of these matters and the likely outcome or potential losses and established reserves will be consistent with the ultimate outcome of such matters. Responding to these matters, even those that are ultimately non-meritorious, requires us to incur significant expense and devote significant resources, and may generate adverse publicity that damages our reputation or brand image. Any of the foregoing can adversely affect our business.

Regulations concerning our alcohol beverages may adversely affect our business, financial condition or results of operations.

Governmental agencies heavily regulate the alcohol beverage industry. In particular, they monitor and regulate licensing, warehousing, trade and pricing practices, permitted and required labelling, including warning labels, signage, advertising, relations with wholesalers and retailers, and, in control states, product listings. There may also be a focus on companies with established non-alcohol beverages lines of business that have expanded into the alcohol beverage industry, since marketing practices that are acceptable in the non-alcohol space may have regulatory challenges in the alcohol space. In addition, other countries in which we may sell alcohol beverages could impose duties, excise taxes and/or other related taxes. If, in the future, we are unable to comply with certain regulations, sales of our products could decrease significantly. Additionally, if such agencies or jurisdictions, foreign or domestic, choose to implement new or revised laws, regulations, fees, taxes, or other such requirements, our business could be adversely affected. If such governmental bodies require increased additional product labelling, warning requirements, or limitations on the marketing or sale of our alcohol products due to their contents or allegations concerning their potential to cause adverse health effects, our sales of alcohol beverages may be adversely affected.

Risks Related to Environmental Matters

Significant changes to or failure to comply with various environmental laws may expose our co-packers to liability or cause them to close, relocate or operate at reduced production levels, which could adversely affect our business, financial condition and results of operations.

Our co-packers are subject to a wide and increasingly broad array of federal, state, regional, local, and international environmental laws, including statutes and regulations, which aim to regulate emissions and impacts to air, land, and water. Their operations may result in odors, noise, or other pollutants being emitted. Failure to comply with any environmental laws or any future changes to them could result in alleged harm to employees or others near facilities. Significant costs to satisfy environmental compliance, remediation or compensatory requirements, or the imposition of penalties or restrictions on operations by governmental agencies or courts may adversely affect our business, financial condition, and results of operations. Increasing concern over sustainability matters, including climate change, will likely result in new or revised laws and regulations aimed at reducing or mitigating the potential effects of greenhouse gases, restricting or increasing the costs of commercial water use due to local water scarcity concerns, or increasing mandatory reporting of certain sustainability metrics, such as recycling.

Water scarcity and poor quality could negatively impact our costs and capacity.

Water is a main ingredient in substantially all of our products, it is vital to the production of the agricultural ingredients on which our business relies and is needed in our manufacturing process. Lack of available water of acceptable quality, actions by governmental and non-governmental organizations, investors, customers and consumers on water scarcity and increasing pressure to conserve and replenish water in areas of scarcity and stress, including due to the effects of climate change, can lead to: supply chain disruption; adverse effects on our operations or the operations of our business partners; higher compliance costs; increased capital expenditures; higher production costs, including less favorable pricing for water; perception of our failure to act responsibly with respect to water use or to effectively respond to legal or regulatory requirements concerning water scarcity; or damage to our reputation, any of which can adversely affect our business.

Climate change and legal or regulatory responses thereto may have a long-term adverse impact on our business and results of operations.

There is increasing concern that a gradual increase in global average temperatures due to increased concentration of carbon dioxide and other greenhouse gases in the atmosphere will cause significant changes in weather patterns around the globe and an increase in the frequency and severity of natural disasters. Decreased agricultural productivity in certain regions of the world as a result of changing weather patterns may limit the availability or increase the cost of key agricultural commodities, which are important sources of ingredients for our products, and could impact the food security of communities around the world. Agricultural products that make up a significant portion of our raw materials, including organic ginger and cane sugar, are particularly vulnerable to changing weather patterns. Unpredictability and reduced agricultural yields could significantly increase our costs and impair our production capabilities. Climate change may also exacerbate water scarcity and cause a further deterioration of water quality in affected regions, which could limit water availability for our independent co-packers. Increased frequency or duration of extreme weather conditions could also impair production capabilities, disrupt our supply chain or impact demand for our products. Increasing concern over climate change also may result in additional legal or regulatory requirements designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment. Increased energy or compliance costs and expenses due to increased legal or regulatory requirements may cause disruptions in, or an increase in the costs associated with, the manufacturing and distribution of our beverage products. There is an increased focus in many jurisdictions in which our products are manufactured, distributed or sold regarding environmental policies relating to climate change, biodiversity loss, regulating greenhouse gas emissions and energy policies and sustainability. This increased focus may result in new or increased legal and regulatory requirements, such as potential carbon pricing programs or revised product labelling requirements or other regulatory measures, which could result in significant increased costs. The effects of climate change and legal or regulatory initiatives to address climate change could have a long-term adverse impact on our business and results of operations.

Risks Related to Ownership of Our Common Stock and General Matters

Our largest stockholder’s preemptive right could dissuade a strategic investor from making an investment in the Company.

Our largest stockholder, D&D, holds a preemptive right to purchase its pro-rata share, based on the ratio of shares of our common stock it owns to all the outstanding shares of our common stock, of any investment in our equity securities or equity-linked securities. As of the date of this prospectus, D&D beneficially owns approximately % of our common stock. As such, D&D’s exercise of its preemptive right could serve to dissuade a new strategic investor from proposing an investment in us or significantly decrease the size of a new investor’s investment.

We do not intend to pay dividends for the foreseeable future and, as a result, stockholders’ ability to achieve a return on their investment will depend on appreciation in the price of our common stock.

We do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. In addition, the terms of the Senior Secured Facility restrict our ability to pay dividends. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

Our amended and restated bylaws, as currently in effect, and second amended and restated bylaws (the “Bylaws”), as will become effective upon the listing of our common stock on the NYSE American, designate the Delaware Court of Chancery or Delaware state or United States federal district courts as the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit such stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, other employees or other stockholders.

Our Bylaws provide that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of claims or causes of action under Delaware statutory or common law: any derivative claims or causes of action brought on our behalf; any claims or causes of action asserting a breach of a fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law (the “DGCL”), our certificate of incorporation, or our Bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. In addition, our Bylaws provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. These choice of forum provisions will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Such provisions are intended to benefit and may be enforced by us and our officers and directors, employees and agents.

These provisions may benefit us by providing increased consistency in the application of Delaware law and federal securities laws by chancellors and judges, as applicable, particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits with respect to such claims or make such lawsuits more costly for stockholders, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions. If a court were to find either choice of forum provisions contained in our Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.

Global economic uncertainty and unfavorable global economic conditions caused by political instability, changes in trade agreements and conflicts, such as the Russia-Ukraine conflict and the conflict in the Middle East, could adversely affect our business, financial condition, results of operations or prospects.

Our business, financial condition, results of operations or prospects could be adversely affected by unstable economic and political conditions within the United States and foreign jurisdictions, including as a result of an economic downturn and geopolitical events, such as changes in U.S. federal policy that affect the geopolitical landscape. Changes to policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. The recent announcements of substantial new tariffs and other restrictive trade policies have created a dynamic and unpredictable trade landscape, which may adversely impact our business. Current or future tariffs or other restrictive trade measures may raise the costs of raw materials, components or finished goods, which may adversely impact both our product offerings and our operational expenses. Such cost increases may reduce our margins and require us to increase prices, which could harm our competitive position, reduce customer demand and damage customer relationships. Our manufacturers, suppliers and distribution channels are also affected by the current trade environment, and we may experience supply chain disruptions as a result of increased costs and uncertainty, as well as risks to the long-term viability of key vendors, which may impact our ability to meet customer demand or manage inventory efficiently. Tariff and other trade-related cost pressures and supply chain disruptions may lead to reputational harm if we are unable to deliver products or services on expected timelines or if any price increases are poorly received by customers or business partners.

Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets. Any changes in political, trade, regulatory, and economic conditions, including U.S. trade policies, could have a material adverse effect on our financial condition or results of operations. We have experienced, and may continue to experience, moderate inflationary impact because of recent trade and political tensions, include tariff discussions, between the United States and other countries. Ongoing tariff, trade restrictions and macroeconomic uncertainty has and may continue to contribute to volatility in the price of our common stock. Ongoing uncertainty regarding trade policies may also complicate our short- and long-term strategic planning, and that of our partners and customers, including decisions regarding hiring, product strategy, capital investment, supply chain design and geographic expansion.

While we continue to monitor trade developments, the ultimate impact of these risks remains uncertain and any prolonged economic downturn, escalation in trade tensions, or deterioration in international perception of U.S.-based companies could materially and adversely affect our business, results of operations, financial condition and prospects.

In addition, the current military conflict between Russia and Ukraine and the armed conflict in Israel and the Gaza Strip could disrupt or otherwise adversely impact our operations and those of third parties upon which we rely. Related sanctions, export controls or other actions that may be initiated by nations including the United States, the EU or Russia (e.g., potential cyberattacks, disruption of energy flows, etc.), which could adversely affect our business and/or our supply chain and other third parties with which we conduct business. A severe or prolonged economic downturn or political unrest could result in a variety of risks to our business, including but not limited to weakened demand for our products and our ability to raise additional capital when needed on acceptable terms, if at all. A weak or declining economy could also strain our suppliers, possibly resulting in supply disruption, or cause our customers to delay making payments for our services. Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the current political and economic climate and financial market conditions could adversely impact our business.

Changes in economic conditions can adversely impact our business.

Many of the jurisdictions in which our products are sold have experienced and could continue to experience uncertain or unfavorable economic conditions, such as high inflation and adverse changes in interest rates, tax laws or tax rates, including as a result of geopolitical events. These uncertain or unfavorable economic conditions have resulted in and could continue to result in recessions or economic slowdowns; volatile commodity markets; labor shortages; highly inflationary economies; and stimulus measures. In 2024, we experienced moderate inflation. In addition, we cannot predict how current or future economic conditions will affect our business partners, including financial institutions with whom we do business, and any negative impact on any of the foregoing may also have an adverse impact on our business. Furthermore, if our business continues to grow, we may continue to expand our international operations, and our exposure to foreign currency exchange rate risk could increase. Fluctuations in exchange rates, including as a result of inflation, central bank monetary policies, currency controls or other currency exchange restrictions or geopolitical instability could have an adverse impact on our financial performance.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

We are subject to the periodic reporting requirements of the Exchange Act. We have designed our disclosure controls and procedures to reasonably assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

However, any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

We are a “smaller reporting company” and we cannot be certain if the reduced reporting requirements applicable to “smaller reporting companies” will make our common stock less attractive to investors.

We are a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700.0 million and our annual revenue is less than $100.0 million during the most recently completed fiscal year. We may continue to be a “smaller reporting company” until (i) the market value of our stock held by non-affiliates is less than $250.0 million or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700.0 million as of the prior June 30.

Our designation as a “smaller reporting company,” allows us to take advantage of many of the same exemptions from disclosure requirements, including presenting only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K not being required to comply with the independent auditor attestation requirements of Section 404 and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our share price may be more volatile.

The following risks, some of which have occurred and any of which may occur in the future, can have a material adverse effect on our business or financial performance, which in turn can affect the price of our publicly traded securities. These are not the only risks we face. There may be other risks we are not currently aware of or that we currently deem not to be material but that may become material in the future.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents we have filed with the SEC that are incorporated by reference herein contain forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this prospectus, including statements regarding our plans, objectives, goals, strategies, future events, future revenues or performance, financing needs, plans, or intentions relating to our business, products, markets and industry trends and other information referred to under the sections titled “Prospectus Summary” and “Risk Factors” in this prospectus and the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” in our Annual Report on Form 10-K for the year ended December 31, 2024 and “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, which are incorporated by reference herein, are forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “plan,” “potential,” “predict,” “project,” “shall,” “should,” “target,” “will,” or “would,” or the negative of these words or other similar terms or expressions.

These statements involve known and unknown risks, uncertainties, and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

	●	our expectations regarding consumers diverting their consumption from mainstream beverages containing artificial ingredients, and our ability to provide natural alternatives;

	●	our ability to continue to adapt to and accommodate consumer preferences;

	●	the impact of rising costs, interest rates, and inflation on the discretionary income of our consumers, their spending power and demand for our products;

	●	the impact of any supply chain disruptions and volatility in commodity prices due to geopolitical tensions, such as the conflict between Ukraine and Russia and the conflict in the Middle East, international trade relations and tariffs, and other macroeconomic factors;

	●	our ability to absorb, mitigate or pass on cost increases to our bottlers, distributors and/or customers;

	●	the impact of logistical issues and delays;

	●	our ability to effectively manage our inventories and/or our accounts receivables;

	●	our ability to continue to generate sufficient cash flows to support our expansion plans and general operating activities;

	●	changes in demand that are weather, or season related and/or for other reasons, including changes in product category and/or package consumption and changes in cost and availability of certain key ingredients including aluminum cans, as well as disruptions to the supply chain, as a result of climate change and poor or extreme weather conditions;

	●	the impact on our business of competitive products and pricing pressures and our ability to gain or maintain our share of sales in the marketplace as a result of actions by competitors;

	●	our ability to implement and/or maintain price increases, including through reductions in promotional allowances;

	●	the effectiveness of sales and/or marketing efforts by us and/or by distributors of our products, most of whom distribute products that may be regarded as competitive with our products;

	●	the costs and/or effectiveness, now or in the future, of our advertising, marketing and promotional strategies;

	●	the failure of our co-packers to manufacture our products on a timely basis or at all;

	●	our ability to make suitable arrangements and/or procure sufficient capacity for the co-packing of any of our products, the timely replacement of discontinued co-packing arrangements and/or limitations on co-packing availability;

	●	volatility of stock prices which may restrict stock sales, stock purchases or other opportunities as well as negatively impact the motivation of equity award grantees;

	●	any disruption in and/or lack of effectiveness of our information technology systems, including a breach of cyber security, which disrupts our business or negatively impacts customer relationships, as well as cybersecurity incidents involving data shared with third parties;

	●	the imposition of additional regulation imposing excise taxes and/or sales taxes on sweetened beverages or alcoholic beverages;

	●	recruitment and retention of senior management, other key employees and our employee base in general;

	●	our ability to comply with the terms of our current and future loan agreements and our expectations regarding our ability to access additional tranches thereunder;

	●	the accuracy of our estimates regarding future expenses, future revenue, capital requirements, and need for additional financing; and

	●	our anticipated use of the proceeds from this offering.

These forward-looking statements reflect our management’s beliefs and views with respect to future events and are based on estimates and assumptions as of the date of this prospectus and are subject to risks and uncertainties. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. We discuss many of the risks associated with the forward-looking statements in this prospectus in greater detail under the heading “Risk Factors” included in this prospectus and our Annual Report on Form 10-K for the year ended December 31, 2024, as updated by our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, both of which reports are incorporated by reference herein. You should evaluate all forward-looking statements made in this prospectus in the context of these risks and uncertainties. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

You should carefully read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this prospectus by these cautionary statements.

Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, whether as a result of new information, future events, or otherwise.

MARKET AND INDUSTRY DATA

This prospectus and the documents incorporated by reference herein contain estimates, projections, and other information concerning our industry, our business, and the markets for our products, including data regarding the estimated size of such markets. Unless otherwise expressly stated, we obtained the industry, market, and similar data set forth in this prospectus from our internal estimates and research and from academic and industry research, publications, surveys, and studies conducted by third parties, including governmental agencies. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of information in any paragraph, you should assume that other information of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires.

Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties and involves a number of assumptions and limitations; as a result, actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” in this prospectus and in our Annual Report on Form 10-K for the year ended December 31, 2024, as updated by our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, both of which reports are incorporated by reference herein. Although we are responsible for all of the disclosure contained in this prospectus and the documents incorporated by reference herein and we believe that the data we use from third parties are reliable, we have not separately verified this data. Further, while we believe that our internal research is reliable, such research has not been verified by any third party. You are cautioned not to give undue weight to any such information, projections, and estimates.

USE OF PROCEEDS

We estimate that we will receive net proceeds of approximately $9.0 million (or approximately $10.4 million if the underwriters’ option to purchase additional shares is exercised in full) from the sale of the shares of common stock offered by us in this offering, based on an assumed public offering price of $7.54 per share, which is the last reported sale price of our common stock on the OTCQX Best Market on November 11, 2025, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed public offering price of $7.54 per share would increase (decrease) the net proceeds to us from this offering by $1.2 million, assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1,000,000 shares in the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, would increase (decrease) our net proceeds from this offering by $7.0 million, assuming the assumed public offering price remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds of this offering, together with our existing cash and cash equivalents, to fund growth initiatives, working capital and other general corporate purposes, which may include repayment of debt.

We may also use a portion of the net proceeds from this offering to acquire, or invest in complementary businesses, technologies, products, or assets. However, we have no current plans, commitments, or obligations to do so.

Our expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering, or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual use of the net proceeds will vary depending on numerous factors, including the factors described under “Risk Factors” in this prospectus and in our Annual Report on Form 10-K for the year ended December 31, 2024, as updated by our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, both of which reports are incorporated herein by reference, as well as the amount of cash used in our operations and any unforeseen cash needs. We may find it necessary or advisable to use the net proceeds for other purposes, and our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds from this offering.

Pending the use of the proceeds from this offering, we plan to invest the proceeds in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit, or direct or guaranteed obligations of the U.S. government.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. As of the date of this prospectus, shares of our Series A convertible preferred stock will have accrued approximately $18,824 in unpaid dividends, which are payable, at our option, in cash or shares of our common stock. We currently intend to retain all available funds and future earnings, if any, to support our operations and finance the growth and development of our business. We have no present intention to pay cash dividends on our common stock for the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions (including any restrictions in our then-existing debt arrangements), business prospects, and other factors our board of directors may deem relevant, and subject to the restrictions contained in any future financing instruments. In addition, the terms of our Loan Agreement restrict our ability to pay dividends. Investors should not purchase our common stock with the expectation of receiving cash dividends.

CAPITALIZATION

The following table sets forth our cash and our capitalization as of September 30, 2025:

	●	on an actual basis (as adjusted for the Reverse Stock Split); and

	●	on an as adjusted basis, giving effect to the issuance and sale of 1,326,260 shares of our common stock in this offering, at an assumed public offering price of $7.54 per share, which is the last reported sale price of our common stock on the OTCQX Best Market on November 11, 2025, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

The as adjusted information below is illustrative only, and our cash and capitalization following the completion of this offering will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

You should read this information in conjunction with our unaudited condensed consolidated financial statements and the related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our condensed consolidated financial statements in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, which are incorporated by reference herein.

	As of September 30, 2025
	Actual			As Adjusted⁽¹⁾
		(in thousands, except share and per share data)
Cash	$	4,136		$	13,136
Senior secured loan, net of deferred financing costs of $90	$	9,160		$	9,160
Stockholders’ equity:
Series A convertible preferred stock, $10 par value: 500,000 shares authorized, 9,411 shares issued and outstanding, actual and as adjusted		94			94
Common stock, $.0001 par value: 60,000,000 shares authorized, 8,945,454 shares issued and outstanding, actual; 10,271,714 shares issued and outstanding, as adjusted		1			1
Additional paid-in capital		166,612			175,612
Accumulated deficit		(163,950	)		(163,950	)
Total stockholders’ equity		2,757			11,757
Total capitalization	$	11,917		$	28,925

(1)

Each $1.00 increase or decrease in the assumed public offering price of $7.54 per share would increase or decrease the as adjusted amount of each of cash, additional paid-in capital, total stockholders’ equity and total capitalization by $1.2 million, $5.4 million, $5.4 million and $5.4 million, respectively, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million in the number of shares offered by us would increase or decrease the as adjusted amount of each of cash, additional paid-in capital, total stockholders’ equity and total capitalization by $7.0 million, $11.1 million, $11.1 million and $11.1 million, respectively, assuming no change in the assumed public offering price per share and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The number of shares of our common stock to be outstanding after this offering is based 8,945,454 (after giving effect to the Reverse Stock Split) on shares of common stock outstanding as of September 30, 2025, which excludes:

	●	125 shares of common stock issuable upon conversion of 9,411 outstanding shares of Series A convertible preferred stock;

	●	47,072 shares of common stock issuable upon the exercise of outstanding stock options as of September 30, 2025 under the 2017 Plan, the 2020 Plan and the 2024 Inducement Plan, at a weighted-average exercise price of $119.16 per share;

	●	44,595 shares of common stock reserved for future issuance under the 2020 Plan and the 2024 Inducement Plan; and

	●	91,550 shares of our common stock issuable upon the exercise of warrants outstanding as of September 30, 2025, with a weighted-average exercise price of $52.32 per share.

DILUTION

If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the public offering price per share of our common stock and the as adjusted net tangible book value per share of our common stock after this offering.

Our historical net tangible book value as of September 30, 2025 was $2.1 million, or $0.24 per share of common stock (after giving effect to the Reverse Stock Split). Our historical net tangible book value per share represents the amount of our total tangible assets less our total liabilities, divided by the total number of shares of common stock outstanding as of September 30, 2025 (after giving effect to the Reverse Stock Split).

After giving effect to our issuance and sale of 1,326,260 shares of our common stock that we are offering at an assumed public offering price of $7.54 per share, which is the last reported sale price of our common stock on the OTCQX Best Market on November 11, 2025, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of September 30, 2025 would have been $11.1 million, or approximately $1.08 per share of common stock.

This amount represents an immediate increase in net tangible book value of $0.84 per share to our existing stockholders and an immediate dilution of approximately $6.46 per share to new investors participating in this offering.

Dilution per share to new investors is determined by subtracting as adjusted net tangible book value per share after this offering from the assumed public offering price per share paid by new investors. The following table illustrates this dilution on a per share basis to new investors:

Assumed public offering price per share			$	7.54
Historical net tangible book value per share as of September 30, 2025	$	0.24
Increase in net tangible book value per share attributable to this offering		0.84
As adjusted net tangible book value per share after this offering				1.08
Dilution per share to new investors participating in this offering			$	6.46

The dilution information discussed above is illustrative only and will change based on the actual public offering price and other terms of this offering determined at pricing.

Each $1.00 increase in the assumed public offering price of $7.54 per share would increase our as adjusted net tangible book value per share after this offering by $0.12 and the dilution per share to new investors purchasing shares of common stock in this offering by $0.88, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 decrease in the assumed public offering price of $7.54 would decrease our as adjusted net tangible book value per share after this offering by $0.12 and the dilution per share to new investors purchasing shares of common stock in this offering by $0.88, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

An increase of 1.0 million shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase our as adjusted net tangible book value per share after this offering by $0.53 and decrease the dilution per share to new investors purchasing shares of common stock in this offering by $0.53 assuming no change in the assumed public offering price per share and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

A decrease of 1.0 million shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would decrease our as adjusted net tangible book value per share after this offering by $0.64 and increase the dilution per share to new investors purchasing shares of common stock in this offering by $0.64 assuming no change in the assumed public offering price and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their option to purchase additional shares of our common stock in full in this offering, the as adjusted net tangible book value after the offering would be $1.19 per share, the increase in net tangible book value to existing stockholders would be $0.95 per share, and the dilution to new investors would be $6.35 per share, in each case based on the assumed public offering price of $7.54 per share, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

	●	125 shares of common stock issuable upon conversion of 9,411 outstanding shares of Series A convertible preferred stock;

	●	47,072 shares of common stock issuable upon the exercise of outstanding stock options as of September 30, 2025 under the 2017 Plan, the 2020 Plan and the 2024 Inducement Plan, at a weighted-average exercise price of $119.16 per share;

	●	44,595 shares of common stock reserved for future issuance under the 2020 Plan and the 2024 Inducement Plan; and

	●	91,550 shares of our common stock issuable upon the exercise of warrants outstanding as of September 30, 2025, with an exercise price of $52.32 per share.

PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding beneficial ownership of our capital stock as of October 31, 2025 by:

	●	each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

	●	each of our directors;

	●	each of our named executive officers; and

	●	all of our current executive officers and directors as a group.

The percentage ownership information shown in the table prior to this offering is based on 8,945,454 shares of common stock outstanding as of October 31, 2025. The percentage ownership information shown in the table after this offering is based on 10,271,714 shares of common stock outstanding, assuming the sale of 1,326,260 shares of common stock by us in this offering and no exercise by the underwriters of their option to purchase additional shares. All share information presented in the table gives effect to the Reverse Stock Split.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options or warrants that are either immediately exercisable or exercisable on or before December 31, 2025, which is 60 days after October 31, 2025. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, we believe based on information provided to us, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. The table below excludes any potential purchases in this offering by the beneficial owners identified in the table below.

Except as otherwise noted below, the address for each person or entity listed in the table is c/o Reed’s, Inc., 501 Merritt 7 Corporate Park, Norwalk, Connecticut 06851.

	Number of Shares		Percentage of Shares Beneficially Owned
Name and Address of Beneficial Owner		Beneficially Owned		Before Offering		After Offering
Greater Than 5% Stockholders:
D&D Source of Life Holding Ltd.⁽¹⁾		4,745,420		52.8	%	46.0	%
Named Executive Officers and Directors:
Norman E. Snyder, Jr.⁽²⁾		14,996		*		*
Joann Tinnelly⁽³⁾		5,832		*		*
Chris Burleson⁽⁴⁾		4,026		*		*
Shufen Deng		—		—		—
Cyril A. Wallace, Jr.		—		—		—
Sam Van		—		—		—
Rudolf J. M. Bakker		—		—		—
Michael C. Tu		—		—		—
All current executive officers and directors as a group (8 persons)		—		—		—

*	Represents beneficial ownership of less than 1%.

(1)	This information has been obtained from a Schedule 13D filed on June 11, 2025 by entities affiliated with D&D. Consists of (a) 4,706,735 shares of common stock held by D&D and (b) 38,685 shares of common stock issuable upon the exercise of certain warrants held by D&D. All outstanding shares of D&D are held by Era Regenerative Medicine Ltd. (“ERM”), a holding company. Dai Siqi is the sole director of ERM, and may be deemed to have shared voting, investment and dispositive power with respect to the securities held by D&D. Dai Siqi disclaims beneficial ownership in the securities held by D&D except for his pecuniary interest therein as sole director of ERM. The address of D&D is Genesis Building, 5th Floor, Genesis Close, George Town, PO Box 446, Grand Cayman, Cayman Islands, KY1-1106. The address of each of ERM and Dai Siqi is Unit 8, 3/F, Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town Tortola, D8, VG1110.

(2)	Mr. Snyder retired from his roles as Chief Executive Officer and a member of our board of directors in April 2025. This information has been partly obtained from filings under Section 16 of the Exchange Act. Consists of (a) 3,193 shares of common stock, (b) 11,327 shares of common stock subject to outstanding stock options that are exercisable within 60 days of October 31, 2025 and (d) 476 shares issuable upon the exercise of warrants to purchase common stock.

(3)	Ms. Tinnelly ceased serving as Chief Accounting Officer in July 2025. This information has been partly obtained from filings under Section 16 of the Exchange Act. Consists of (a) 614 shares of common stock and (b) 5,218 shares of common stock subject to outstanding stock options that are exercisable within 60 days of October 31, 2025.

(4)	Mr. Burleson resigned from his role as Chief Commercial Officer in September 2025. This information has been partly obtained from filings under Section 16 of the Exchange Act.

DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock and certain provisions of our Certificate, as currently in effect, and our Bylaws, as will become effective upon the listing of our common stock on the NYSE American, are summaries and are qualified by reference to the Certificate and the Bylaws, which are included as exhibits to the registration statement of which this prospectus is part.

General

The Certificate authorizes us to issue up to 60,000,000 shares of common stock, par value $0.0001 per share, and 500,000 shares of preferred stock, par value $10.0 per share. Our board of directors may establish the rights and preferences of the preferred stock from time to time.

On October 31, 2025, we effectuated the Reverse Stock Split and our common stock began trading on a Reverse Stock Split-adjusted basis on the OTCQX Best Market on November 3, 2025 under the existing trading symbol “REED.”

As a result of the Reverse Stock Split, every six shares of issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share. No fractional shares were issued in connection with the Reverse Stock Split and stockholders who otherwise would be entitled to receive fractional shares of common stock received cash in lieu thereof. The Reverse Stock Split reduced the number of shares of common stock outstanding on the effective date of the Reverse Stock Split from 53,673,722 shares to 8,945,454 shares. The number of authorized shares of common stock remains unchanged at 60,000,000 shares.

Proportionate adjustments have been made to the per share exercise price and the number of shares of common stock that may be purchased upon exercise of outstanding stock options and warrants for common stock, and to the number of shares of common stock reserved for future issuance pursuant to the 2020 Plan and 2024 Inducement Plan.

Common Stock

Voting

Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Our stockholders do not have cumulative voting rights in the election of directors. Accordingly, holders of a majority of the voting shares are able to elect all of the directors.

Dividends

Subject to preferences that may be applicable to any then-outstanding preferred stock, the holders of common stock are entitled to receive ratably dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.

Liquidation

In the event of our liquidation, dissolution or winding-up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock.

Rights, Preferences, and Privileges

Except as described below, holders of our common stock have no preemptive, conversion, or subscription rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences, and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of our Series A convertible preferred stock and any other series of preferred stock that we may designate and issue in the future.

Pursuant to the Shareholders Agreement, dated as of May 25, 2023, as amended on January 24, 2025, by and between us and D&D, we agreed to provide contractual preemptive rights to D&D. If, at any time, we (or any of our subsidiaries or affiliates) propose to issue equity securities or any securities convertible into or having the rights to purchase any equity securities, then we shall first offer in writing to sell such securities to D&D on the same terms and conditions as proposed by us to any other investors, subject to certain exceptions. In such event, D&D has the option to purchase its pro rata portion of the securities proposed to be offered, calculated on a fully diluted basis, at the price and upon the terms set forth in such writing.

Fully Paid and Nonassessable

All of our outstanding shares of common stock are, and the shares of common stock to be issued in this offering will be, fully paid and nonassessable.

Preferred Stock

Under our Certificate, our board of directors has the authority, without further action by the stockholders, to issue up to 500,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the rights, preferences and privileges of the shares of each wholly unissued series and any qualifications, limitations, or restrictions thereon and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding.

Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control that may otherwise benefit holders of our common stock and may adversely affect the market price of the common stock and the voting and other rights of the holders of common stock.

Series A Convertible Preferred Stock

As of September 30, 2025, 9,411 shares of Series A convertible preferred stock were outstanding. In connection with the Reverse Stock Split, the conversion terms of our Series A convertible preferred stock were adjusted automatically to cause each share of Series A convertible preferred stock to be convertible into the number of shares of common stock that would have been issuable if all of the outstanding shares of the Series A convertible preferred stock were converted into common stock immediately prior to the effective time of the Reverse Stock Split. Accordingly, each share of our Series A convertible preferred stock is convertible, at any time by the holder, into 0.0133 shares of our common stock, subject to further adjustment in the event of stock splits, reverse stock splits, stock dividends, recapitalization, reclassification, and similar transactions.

Dividends on our Series A convertible preferred stock are payable at the rate of 5% annually, pro-rata and non-cumulative. The dividend can be paid in cash or, at the discretion of our board of directors, in shares of common stock based on its then fair market value. We cannot declare or pay any dividend on shares of our common stock until the holders of the Series A convertible preferred stock have received their annual dividend. In addition, the holders of the Series A convertible preferred stock are entitled to receive pro rata distributions of dividends on an “as converted” basis with the holders of our common stock.

Except as provided by law, the holders of our Series A convertible preferred stock do not have the right to vote on any matters, including the election of directors. However, so long as any shares of the Series A convertible preferred stock are outstanding, we shall not, without the approval of holders holding a majority of the Series A convertible preferred stock, authorize or issue any equity security having a preference over the Series A convertible preferred stock with respect to dividends, liquidation, redemption or voting, including any other security convertible into or exercisable for any senior preferred stock.

In the event of any liquidation, dissolution or winding up of the company, or if there is a change of control event, the holders of our Series A convertible preferred stock are entitled to receive, prior to distributions to the holders of common stock, $10.00 per share plus all accrued and unpaid dividends. Thereafter, all remaining assets are distributed pro rata among all security holders. Since June 30, 2008, we have the right, but not the obligation, to redeem all or any portion of the Series A convertible preferred stock at $10.00 per share, the original issue price, plus all accrued and unpaid dividends.

Options

As of September 30, 2025, 47,072 shares of common stock were issuable upon the exercise of outstanding stock options, at a weighted-average exercise price of $119.16 per share (after giving effect to the Reverse Stock Split).

Warrants to Purchase Common Stock

As of September 30, 2025, there were 91,550 shares of common stock issuable upon the exercise of warrants outstanding, at a weighted average exercise price of $52.32 per share (after giving effect to the Reverse Stock Split). Each warrant entitles the registered holder to purchase one share of common stock at a price per share described below and subject to adjustment as discussed below.

Exercisability

The warrants may be converted into shares of common stock at the applicable holder’s option.

Exercise Price

The exercise price per share of common stock purchasable upon exercise of the warrants (after giving effect to the Reverse Stock Split) is:

●	$192.00	as to 3,334 warrants outstanding;

●	$15.00	as to 52,225 warrants outstanding;

●	$138.00	as to 5,000 warrants outstanding; and

●	$86.34	as to 30,991 warrants outstanding.

Expiration

The warrants will expire on:

●	December 11, 2025 as to 3,334 warrants outstanding;

●	November 26, 2026 as to 52,225 warrants outstanding;

●	September 13, 2027 as to 5,000 warrants outstanding; and

●	May 19, 2026 as to 30,991 warrants outstanding.

Transferability

Subject to applicable laws, the warrants may be transferred at the option of the holders upon completion and delivery to us of a written assignment.

Adjustments; Change in Control Transaction

The exercise price and shares of common stock issuable upon exercise of the outstanding warrants are subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common stock. Further, the exercise price and shares of common stock issuable upon exercise of the warrants are subject to appropriate adjustment in the event we consummate certain change in control or capital reorganization transactions as set forth in such warrant.

In addition, with respect to 91,550 warrants outstanding as of September 30, 2025 (after giving effect to the Reverse Stock Split), in the event we grant, issue or sell any shares of common stock (or securities convertible or exchangeable into common stock) or rights to purchase stock, warrants, securities or other property pro rata to all (or substantially all) of the record holders of any class of shares of common stock (the “Purchase Rights”), then the holders of certain outstanding warrants will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the applicable holder could have acquired if such holder had held the number of shares of common stock acquirable upon complete exercise of the warrant immediately before the date of the grant, issuance or sale of such Purchase Rights.

Registration Rights

Certain holders of shares of our common stock are entitled to certain rights with respect to registration of such shares under the Securities Act pursuant to the terms of certain registration rights agreements. The registration rights agreements also contain customary provisions relating to expenses and indemnification. We have filed registration statements on Form S-1 for the registration of such registrable securities for resale, and have agreed to maintain the effectiveness of such registration statements until the date on which all of such registrable securities have been sold by the holders or such securities have become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144, among other things.

Anti-Takeover Effects of Provisions of Our Certificate of Incorporation, Our Second Amended and Restated Bylaws, and Delaware Law

Section 203 of the Delaware General Corporation Law

We are subject to Section 203 of the DGCL. Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time that such stockholder became an interested stockholder, unless:

	●	prior to such time the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

	●	upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (1) by persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

	●	at or subsequent to such time, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 ⅔% of the outstanding voting stock which is not owned by the interested stockholder.

Section 203 defines a business combination to include:

	●	any merger or consolidation involving the corporation or any direct or indirect majority-owned subsidiary of the corporation and the interested stockholder;

	●	any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder (in one transaction or a series of transactions);

	●	subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation or by any direct or indirect majority-owned subsidiary of the corporation of any stock of the corporation or of such subsidiary to the interested stockholder;

	●	any transaction involving the corporation or any direct or indirect majority-owned subsidiary of the corporation that has the effect, directly or indirectly, of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

	●	any receipt by the interested stockholder of the benefit, directly or indirectly, of any loans, advances, guarantees, pledges, or other financial benefits by or through the corporation.

In general, Section 203 defines an “interested stockholder” as any entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

Certificate of Incorporation and Second Amended and Restated Bylaws

Provisions of our Certificate and Bylaws may delay or discourage transactions involving an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock.

For example, our authorized but unissued shares of common stock are available for our board of directors to issue without stockholder approval. We may use these additional shares for a variety of corporate purposes, including future public or private offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of our authorized but unissued shares of common stock could render more difficult or discourage an attempt to obtain control of our company by means of a proxy contest, tender offer, merger or other transaction. Our authorized but unissued shares may be used to delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders. The board of directors is also authorized to adopt, amend or repeal our Bylaws (provided, however, that no such adoption, amendment, or repeal shall be valid with respect to bylaw provisions which have been adopted, amended, or repealed by the stockholders; and further provided, that bylaw provisions adopted or amended by the board of directors and any powers thereby conferred may be amended, altered, or repealed by the stockholders) which could delay, defer or prevent a change in control.

Choice of Forum

Our Bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware and any appellate court therefrom shall be the sole and exclusive forum for: (a) any derivative claim or cause of action brought on behalf of the Company; (b) any claim or cause of action that is based upon a violation of a duty owed by any current or former director, officer, other employee or stockholder of the Company, to the Company or the Company’s stockholders; (c) any claim or cause of action against the Company or any current or former director, officer or other employee of the Company, arising out of or pursuant to any provision of the Delaware General Corporation Law, the Certificate or Bylaws; (d) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of the Certificate or Bylaws (including any right, obligation, or remedy thereunder); (e) any claim or cause of action as to which the Delaware General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware; and (f) any claim or cause of action against the Company or any current or former director, officer or other employee of the Company, governed by the internal affairs doctrine or otherwise related to the Company’s internal affairs, in all cases to the fullest extent permitted by applicable law; provided, however, that if such court does not have, or declines to accept, jurisdiction over such a claim or cause of action, then the United States District Court for the District of Delaware shall be the sole and exclusive forum for such claim or cause of action. In addition, the Bylaws provide that the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

Listing

Our common stock is listed on the OTCQX Best Market under the symbol “REED.” We have applied to list our shares of common stock for trading on the NYSE American under the symbol “REED.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Transfer Online, Inc., telephone (503) 227-2950.

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following is a summary of certain material U.S. federal income tax consequences to non-U.S. holders (as defined below) of the ownership and disposition of our common stock issued pursuant to this offering. This discussion is not a complete analysis of all potential U.S. federal income tax consequences relating thereto, does not address any tax consequences arising under any state, local or non-U.S. tax laws, and does not address the potential application of the Medicare contribution tax on net investment income, any estate, gift, or alternative minimum tax consequences, or the special tax accounting rules under Section 451(b) of the Internal Revenue Code of 1986, as amended, or the Code. This discussion is based on the Code and applicable Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service, or the IRS, all as in effect as of the date hereof. These authorities are subject to differing interpretations and may change, possibly retroactively, resulting in U.S. federal income tax consequences different from those discussed below. We have not requested, and do not intend to request, a ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with such statements and conclusions.

This discussion is limited to non-U.S. holders that purchase our common stock pursuant to this offering and that hold our common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a particular holder in light of such holder’s circumstances. This discussion also does not consider any specific facts or circumstances that may be relevant to holders subject to special rules under the U.S. federal income tax laws, including but not limited to:

	●	certain former citizens or long-term residents of the United States;

	●	partnerships, S corporations, or other pass-through entities or arrangements (and investors therein);

	●	“controlled foreign corporations;”

	●	“passive foreign investment companies;”

	●	corporations that accumulate earnings to avoid U.S. federal income tax;

	●	banks, financial institutions, investment funds, insurance companies, or brokers, dealers or traders in securities or foreign currencies;

	●	tax-exempt organizations;

	●	governmental organizations;

	●	tax-qualified retirement plans;

	●	persons that hold our common stock as “qualified small business stock” under Section 1202 of the Code or “Section 1244 stock” under Section 1244 of the Code;

	●	“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds;

	●	real estate investment trusts;

	●	regulated investment companies;

	●	persons that own, or have owned, actually or constructively, more than 5% of our common stock at any time (other than as expressly provided below); and

	●	persons holding our common stock as part of a hedging or conversion transaction, straddle, synthetic security, constructive sale, or other risk reduction strategy or integrated investment.

If a partnership (or an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes) holds our common stock, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships holding our common stock and the partners in such partnerships are urged to consult their tax advisors about the particular U.S. federal income tax consequences to them of holding and disposing of our common stock.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING AND DISPOSING OF OUR COMMON STOCK, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR NON-U.S. TAX LAWS, ANY U.S. FEDERAL NON-INCOME TAX LAWS, OR ANY APPLICABLE INCOME TAX TREATY.

Definition of Non-U.S. Holder

For purposes of this discussion, a non-U.S. holder is any beneficial owner of our common stock that is neither a “U.S. holder” nor a partnership (including any entity or arrangement treated as a partnership) for U.S. federal income tax purposes. A U.S. holder is any beneficial owner of our common stock that, for U.S. federal income tax purposes, is or is treated as any of the following:

	●	an individual who is a citizen or resident of the United States;

	●	a corporation (or any entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

	●	an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

	●	a trust (i) whose administration is subject to the primary supervision of a U.S. court and which has one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) that have the authority to control all substantial decisions of the trust or (ii) that has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

Distributions on Our Common Stock

We have never declared or paid any cash dividends on our capital stock, and we have no present intention to pay cash dividends on our common stock for the foreseeable future. However, if we make cash or other property distributions on our common stock (other than certain pro rata distributions of our stock), such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Any portion of a distribution that exceeds our current and accumulated earnings and profits will constitute a return of capital and will first be applied against and reduce the non-U.S. holder’s tax basis in our common stock, but not below zero. Any amount distributed in excess of tax basis will be treated as gain realized on the sale or other disposition of our common stock and will be treated as described in the section titled “Gain on Sale or Other Taxable Disposition of Our Common Stock” below.

Subject to the discussions below regarding effectively connected income, backup withholding and FATCA (as defined below), dividends paid to a non-U.S. holder of our common stock generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty). To receive the benefit of a reduced treaty rate, a non-U.S. holder must furnish us or our paying agent with a valid IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form) and satisfy applicable certification and other requirements. This certification must be provided to us or our paying agent before the payment of dividends and must be updated periodically. If the non-U.S. holder holds our common stock through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required to provide appropriate documentation to the financial institution or other agent, which then will be required to provide certification to us or our paying agent, either directly or through other intermediaries.

Non-U.S. holders that do not provide the required certification on a timely basis, but that qualify for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

If a non-U.S. holder holds our common stock in connection with the conduct of a trade or business in the United States, and dividends paid on our common stock are effectively connected with such non-U.S. holder’s U.S. trade or business (and are attributable to such non-U.S. holder’s permanent establishment or fixed base in the United States if required by an applicable tax treaty), the non-U.S. holder generally will be exempt from U.S. federal withholding tax. To claim the exemption, the non-U.S. holder must generally furnish a valid IRS Form W-8ECI (or applicable successor form) to the applicable withholding agent.

However, any such effectively connected dividends paid on our common stock generally will be subject to U.S. federal income tax on a net income basis at the regular U.S. federal income tax rates in the same manner as if the non-U.S. holder were a resident of the United States. A non-U.S. holder that is a non-U.S. corporation also may be subject to an additional branch profits tax equal to 30% (or such lower rate specified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items. Non-U.S. holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules.

Gain on Sale or Other Taxable Disposition of Our Common Stock

Subject to the discussions below regarding backup withholding and FATCA, a non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized on the sale or other taxable disposition of our common stock, unless:

	●	the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States, and if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States;

	●	the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year of the sale or other taxable disposition, and certain other requirements are met; or

	●	our common stock constitutes a “United States real property interest” by reason of our status as a “United States real property holding corporation,” or USRPHC, for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding the sale or other taxable disposition or the non-U.S. holder’s holding period for our common stock.

Determining whether we are a USRPHC depends on the fair market value of our U.S. real property interests relative to the fair market value of our worldwide real property interests and our other assets used or held for use in a trade or business. We believe that we are not currently, and do not anticipate becoming, a USRPHC for U.S. federal income tax purposes, although there can be no assurance in this regard. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a non-U.S. holder of our common stock will not be subject to U.S. federal income tax so long as (a) the non-U.S. holder owned, directly, indirectly, and constructively, no more than 5% of our common stock at all times within the shorter of (i) the five-year period preceding the disposition or (ii) the holder’s holding period and (b) our common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market. There can be no assurance that our common stock will qualify as regularly traded on an established securities market. If a non-U.S. holder’s gain on disposition of our common stock is taxable because we are a USRPHC and such non-U.S. holder’s ownership of our common stock exceeds 5%, such gain will be taxed on such disposition generally in the same manner as gain that is effectively connected with the conduct of a U.S. trade or business (subject to the provisions under an applicable income tax treaty), except that the branch profits tax generally will not apply to a corporate non-U.S. holder. Prospective investors are encouraged to consult their own tax advisors regarding the possible consequences to them if we are, or were to become, a USRPHC.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular U.S. federal income tax rates in the same manner as if the non-U.S. holder were a resident of the United States. A non-U.S. holder that is a foreign corporation also may be subject to an additional branch profits tax equal to 30% (or such lower rate specified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items. A non-U.S. holder described in the second bullet point above will be subject to U.S. federal income tax at a flat 30% rate on gain realized upon the sale or other taxable disposition of our common stock, which may be offset by certain U.S.-source capital losses (even though the individual is not considered a resident of the United States), provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses. Non-U.S. holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Annual reports are required to be filed with the IRS and provided to each non-U.S. holder indicating the amount of distributions on our common stock paid to such non-U.S. holder and the amount of any tax withheld with respect to those distributions. These information reporting requirements apply even if no withholding was required (because, for instance, the distributions were effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business, or withholding was reduced or eliminated by an applicable income tax treaty) and regardless of whether such distributions constitute dividends. This information also may be made available under a specific treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established. Backup withholding, currently at a 24% rate, generally will not apply to payments to a non-U.S. holder of distributions on or the gross proceeds of a disposition of our common stock provided that the non-U.S. holder furnishes the required certification for its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8ECI, or certain other requirements are met. Backup withholding may apply if the payor has actual knowledge, or reason to know, that the non-U.S. holder is a United States person that is not an exempt recipient.

Backup withholding is not an additional tax. If any amount is withheld under the backup withholding rules, non-U.S. holders are urged to consult their U.S. tax advisors regarding the possibility of and procedure for obtaining a refund or a credit against the non-U.S. holder’s U.S. federal income tax liability, if any.

Withholding on Foreign Entities

Sections 1471 through 1474 of the Code, the Treasury Regulations thereunder, and other official guidance (commonly referred to as “FATCA”) impose a U.S. federal withholding tax of 30% on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities certain information regarding certain U.S. account holders of such institution (which include certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally imposes a U.S. federal withholding tax of 30% on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies. An intergovernmental agreement between the United States and an applicable non-U.S. country may modify these requirements. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. FATCA currently applies to dividends paid on our common stock. The U.S. Treasury released proposed Treasury Regulations which, if finalized in their present form, would eliminate the U.S. federal withholding tax of 30% applicable to the gross proceeds of a sale or other disposition of our common stock. In its preamble to such proposed Treasury Regulations, the U.S. Treasury stated that taxpayers may generally rely on the proposed Treasury Regulations until final Treasury Regulations are issued.

Prospective investors are urged to consult with their tax advisors regarding the potential implications of FATCA on their investment in our common stock.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, AND LOCAL AND NON-U.S. INCOME AND NON-INCOME TAX CONSEQUENCES OF PURCHASING, HOLDING, AND DISPOSING OF OUR COMMON STOCK, INCLUDING ANY TAX REPORTING REQUIREMENTS AND THE CONSEQUENCES OF ANY POTENTIAL CHANGE IN APPLICABLE LAW.

UNDERWRITING

Subject to the terms and conditions set forth in the underwriting agreement, dated , 2025 between us and A.G.P./Alliance Global Partners (“A.G.P.”), as representative of the underwriters named below (the “Representative”), we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the shares of our common stock shown opposite its name below:

Underwriter	Number of Shares
A.G.P./Alliance Global Partners
Roberts & Ryan, Inc.
Total		1,326,260

The underwriting agreement provides that the obligations of the underwriters are subject to certain conditions precedent such as the receipt by the underwriters of officers’ certificates and legal opinions and approval of certain legal matters by their counsel. The underwriting agreement provides that the underwriters will purchase all of the shares of our common stock if any of them are purchased. We have agreed to indemnify the underwriters and certain of their controlling persons against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the shares of our common stock subject to their acceptance of the shares of our common stock from us and subject to prior sale. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part. In addition, the underwriters have advised us that they do not intend to confirm sales to any account over which they exercise discretionary authority.

Over-Allotment Option to Purchase Additional Shares

We have granted to the underwriters an option, exercisable 45 days from the date of this prospectus, to purchase, from time to time, in whole or in part, up to an aggregate of 198,939 shares from us at the public offering price set forth on the cover page of this prospectus, less underwriting discounts and commissions. If the underwriters exercise this option, each underwriter will be obligated, subject to certain conditions, to purchase a number of additional shares approximately proportionate to that underwriter’s initial purchase commitment as indicated in the table above.

Underwriting Discount, Commission and Expenses

The underwriters have advised us that they propose to offer the shares of our common stock to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers, which may include the underwriters, at that price less a concession not in excess of $ per share of our common stock. The underwriters may allow, and certain dealers may reallow, a discount from the concession not in excess of $ per share of our common stock to certain brokers and dealers. After the initial offering, the Representative may change the offering price and other selling terms.

The underwriting fee is equal to the public offering price per share of common stock less the amount paid by the underwriters to us per share of common stock. The underwriting fee is $ per share. The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

	Without Option to Purchase Additional Shares	With Full Option to Purchase Additional Shares
Per Share	$	$
Total	$	$

We have agreed to reimburse the underwriters for accountable legal expenses in an amount equal to $100,000 and non-accountable expenses not to exceed $15,000. We estimate expenses payable by us in connection with this offering, other than the underwriting discounts, commissions and expenses referred to above, will be approximately $300,000.

Lock-Up Agreements

We have agreed, subject to certain specified exceptions, not to directly or indirectly, for a period of ninety (90) days after the closing of the offering, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the SEC relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the company; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities. The foregoing restrictions do not apply to, among other things, and subject in certain cases to various conditions, (i) the filing of a registration statement on Form S-8 for registering an equity incentive plan, (ii) any of the Company’s issuances of shares of common stock to employees and/or consultants under the Company’s equity incentive plan, and/or (iii) commitments that exist at the time of entering the engagement agreement between the Company and the Representative, for securities to be issued in strategic transactions and/or transactions relating to the regular business activity of the Company.

Our directors, executive officers and 10% and greater stockholders will enter into lock-up agreements prior to the commencement of this offering pursuant to which each lock-up party agrees, subject to limited exceptions set forth below, not to: (i) offer, sell, assign, transfer, pledge, contract to sell or otherwise dispose of, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (the “Lock-Up Securities”), (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Lock-Up Securities, or (iii) engage in any short selling of common stock for a period of ninety (90) days after the date of this prospectus, without the prior written consent of the Representative.

The restrictions in the immediately preceding paragraph do not apply to transfers in Lock-Up Securities, subject in certain cases to various conditions, in connection with, but not limited to, (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the offering; provided that no filing under Section 16(a) of the Exchange Act, shall be required or shall be voluntarily made in connection with such transactions; (b) transfers of Lock-Up Securities (i) as a bona fide gift to any member of the immediate family or to a trust for the benefit of a member of the immediate family (for purposes hereof, “immediate family” means a spouse, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister), (ii) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or an immediate family member, (iii) by operation of law, such as pursuant to a qualified domestic order or as required by a divorce settlement, or (iv) as a bona fide gift to a charity or educational institution; or (c) if the holder is a corporation, partnership, limited liability company or other business entity, any transfers or distributions of Lock-Up Securities to any shareholder, other equityholder, direct or indirect affiliate (as defined therein), general or limited partner, manager or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value.

Listing

Our common stock is currently quoted on the OTCQX® Best Market under the symbol “REED.” We have applied to list our common stock under the proposed symbol “REED” on the NYSE American. No assurance can be given that our application will be approved by the NYSE American or any other national securities exchange, and we will not consummate this offering unless our common stock is approved for listing on the NYSE American or another national securities exchange.

Market Making, Stabilization and Other Transactions

The underwriters may make a market in the common stock as permitted by applicable laws and regulations. However, the underwriters are not obligated to do so, and the underwriters may discontinue any market-making activities at any time without notice in their sole discretion. Accordingly, no assurance can be given as to the liquidity of the trading market for the common stock, that you will be able to sell any of the common stock held by you at a particular time or that the prices that you receive when you sell will be favorable.

Pursuant to Regulation M under the Securities Exchange Act of 1934, as amended, the underwriters and certain persons participating in the offering may engage in short sale transactions, stabilizing transactions, syndicate covering transactions or the imposition of penalty bids in connection with this offering. These activities may have the effect of stabilizing or maintaining the market price of the common stock at a level above that which might otherwise prevail in the open market. Establishing short sales positions may involve either “covered” short sales or “naked” short sales.

“Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares of our common stock in this offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares of our common stock or purchasing shares of our common stock in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option to purchase additional shares.

“Naked” short sales are sales in excess of the option to purchase additional shares of our common stock. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares of our common stock in the open market after pricing that could adversely affect investors who purchase in this offering.

A stabilizing bid is a bid for the purchase of shares of our common stock on behalf of the underwriters for the purpose of fixing or maintaining the price of the common stock. A syndicate covering transaction is the bid for or the purchase of shares of our common stock on behalf of the underwriters to reduce a short position incurred by the underwriters in connection with the offering. Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. A penalty bid is an arrangement permitting the underwriters to reclaim the selling concession otherwise accruing to a syndicate member in connection with the offering if the common stock originally sold by such syndicate member are purchased in a syndicate covering transaction and therefore have not been effectively placed by such syndicate member.

Neither we, nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. The underwriters are not obligated to engage in these activities and, if commenced, may end any of these activities at any time.

Passive Market Making

The underwriters may also engage in passive market making transactions in our common stock on the NYSE American in accordance with Rule 103 of Regulation M during a period before the commencement of offers or sales of shares of our common stock in this offering and extending through the completion of distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, that bid must then be lowered when specified purchase limits are exceeded. Passive market making may cause the price of our common stock to be higher than the price that otherwise would exist in the open market in the absence of those transactions. The underwriters are not required to engage in passive market making and, if commenced, may end passive market making activities at any time.

Electronic Distribution

This prospectus in electronic format may be made available on websites or through other online services maintained by the underwriters, or by their affiliates. Other than this prospectus in electronic format, the information on any underwriter’s website and any information contained in any other website maintained by any of the underwriters is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the underwriters in their capacity as underwriters, and should not be relied upon by investors.

Other Activities and Relationships

The underwriters and certain of their respective affiliates are full service financial institutions engaged in a wide range of activities for their own accounts and the accounts of customers, which may include, among other things, corporate finance, mergers and acquisitions, merchant banking, equity and fixed income sales, trading and research, derivatives, foreign exchange, futures, asset management, custody, clearance and securities lending. The underwriters and certain of their affiliates have, from time to time, performed, and may in the future perform, various investment banking and financial advisory services for us and our affiliates, for which they received or will receive customary fees and expenses.

In addition, in the ordinary course of its business, the underwriters and their respective affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products. Such investment and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

Selling Restrictions

This prospectus does not constitute an offer to sell to, or a solicitation of an offer to buy from, anyone in any country or jurisdiction (i) in which such an offer or solicitation is not authorized, (ii) in which any person making such offer or solicitation is not qualified to do so or (iii) in which any such offer or solicitation would otherwise be unlawful. No action has been taken that would, or is intended to, permit a public offer of the securities or possession or distribution of this prospectus or any other offering or publicity material relating to the securities in any country or jurisdiction (other than the United States) where any such action for that purpose is required. Accordingly, the underwriters have undertaken that they will not, directly or indirectly, offer or sell any securities or have in its possession, distribute, or publish any prospectus, form of application, advertisement, or other document or information in any country or jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance with any applicable laws and regulations and all offers and sales of securities by it will be made on the same terms.

LEGAL MATTERS

The validity of the shares of common stock being offered by this prospectus ~~have~~will ~~been~~be passed upon for us by ~~Lowenstein~~Cooley ~~Sandler~~LLP, Chicago, Illinois. The underwriters are being represented by Thompson Hine LLP, New York, New York.

EXPERTS

The financial statements of Reed’s Inc. as of December 31, 2024 and 2023, and for the years then ended, appearing in Reed’s Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, have been audited by Weinberg & Company, P.A., independent registered public accounting firm, as set forth in their report thereon and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon such report of Weinberg & Company, P.A. pertaining to such financial statements given on the authority of such firm as experts in auditing and accounting.

~~MATERIAL~~WHERE ~~CHANGES~~YOU CAN FIND ADDITIONAL INFORMATION

~~There~~We have ~~been~~filed nowith ~~material~~the ~~changes~~SEC ina registration statement on Form S-1, including exhibits and schedules, under the ~~registrant’s~~Securities ~~affairs~~Act, with respect to the shares of common stock being offered by this prospectus. This prospectus, which ~~have~~constitutes ~~occurred~~part ~~since~~of the ~~end~~registration statement, does not contain all of the ~~latest~~information ~~fiscal~~in ~~year~~the ~~ended~~registration ~~December~~statement and its exhibits. For further information with respect to us and 31the common stock offered by this prospectus, ~~2024~~we ~~for~~refer ~~which~~you ~~audited~~to ~~financial~~the ~~statements~~registration ~~were~~statement ~~included~~and its exhibits. Statements contained in this prospectus as to the ~~latest~~contents ~~Form~~of ~~10-K~~any ~~and~~contract ~~that~~or ~~have~~any other document referred to are not ~~been~~necessarily ~~described~~complete, and in ~~the~~each ~~Form 10-K~~instance, we ~~Form~~refer ~~10-Q~~you to the copy of the contract or ~~Form~~other ~~8-K~~document filed ~~under~~as an exhibit to the ~~Exchange~~registration ~~Act~~statement. Each of these statements is qualified in all respects by this reference.

20We are subject to the information and periodic and current reporting requirements of the Exchange Act and we, in accordance therewith, file reports, proxy statements, and other information with the SEC. These reports, proxy statements, and other information are available at www.sec.gov. We also maintain a website at https://investor.reedsinc.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not incorporated by reference in, and is not part of, this prospectus.

~~5,000,000 Shares of Common Stock~~55

~~PROSPECTUS~~INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we can ~~2025~~disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus.

We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we have filed with the SEC (File No. 001-32501):

	●	our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025;

	●	our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 13, 2025, for the quarter ended June 30, 2025, filed with the SEC on August 13, 2025, and for the quarter ended September 30, 2025, filed with the SEC on November 4, 2025;

	●	our Current Reports on Form 8-K filed with the SEC on January 6, 2025, January 28, 2025, February 6, 2025, March 21, 2025, April 17, 2025, June 4, 2025, July 8, 2025, September 12, 2025, September 16, 2025, September 25, 2025, September 26, 2025, October 2, 2025 and October 31, 2025 (each to the extent the information in such reports is filed and not furnished); and

	●	the description of our common stock contained in Exhibit 3(vi) of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025, including any amendments or reports filed for the purpose of updating such description.

In addition, all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement of which this prospectus is a part and prior to the effectiveness of such registration statement and all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering (excluding any information furnished rather than filed) shall be deemed to be incorporated by reference into this prospectus.

Notwithstanding the statements in the preceding paragraphs, no document, report or exhibit (or portion of any of the foregoing) or any other information that we have “furnished” to the SEC pursuant to the Exchange Act shall be incorporated by reference into this prospectus.

We will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference in this prospectus, including exhibits to these documents. You should direct any requests for documents to Reed’s, Inc., Attn: Corporate Secretary, 501 Merritt 7 Corporate Park, Norwalk, Connecticut 06851, telephone (800) 997-3337. You also may access these filings on our website at https://investor.reedsinc.com. We do not incorporate the information on our website into this prospectus and you should not consider any information on, or that can be accessed through, our website as part of this prospectus (other than those filings with the SEC that we specifically incorporate by reference into this prospectus).

1,326,260 Shares

Common Stock

Reed’s, Inc.

PRELIMINARY PROSPECTUS

Sole-Book Running Manager

A.G.P.

Co-Manager

Roberts & Ryan

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table ~~sets~~indicates ~~forth~~ the ~~estimated costs and~~ expenses to be incurred in connection with the ~~issuance~~offering ~~and~~described ~~distribution~~in ofthis ~~the~~registration ~~securities of Reed’s~~statement, ~~Inc.~~other than (the ~~“Registrant”)~~underwriting ~~which~~discounts ~~are~~and ~~registered~~commissions, ~~under~~all ~~this~~of ~~Registration~~which ~~Statement~~will onbe ~~Form~~paid ~~S-1~~by ~~(this “Registration Statement”)~~us. All amounts are ~~estimates~~estimated except the ~~Securities~~U.S. Securities and Exchange Commission (the “SEC”) registration fee, the Financial Industry Regulatory Authority, Inc. (“FINRA”) filing fee.

The following expenses will be borne solely by the Registrant.

	Amount Paid or to be Paid
SEC registration fee	$	1,588
NYSE American listing fee	$	60,000
FINRA filing fee	$	3,433
Printing and engraving expenses	$	2,500
Legal fees and expenses	$	150,000
Accounting fees and expenses	$	75,000
Transfer agent and registrar fees and expenses	$	2,200
Miscellaneous fees and expense	$	5,279
Total	$	300,000

	Amount to
	be Paid
SEC Registration fee	$	746.37
Legal fees and expenses		5,000
Accounting fees and expenses		10,000
Total	$	15,746.37

Item 14. Indemnification of Directors and Officers.

We are subject to the laws of Delaware on corporate matters, including their indemnification provisions. Section 102 of the ~~General Corporation Law of Delaware (the “~~DGCL”) permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.

Section 145 of the ~~Delaware General Corporation Law (the “~~DGCL”), as the same exists or may hereafter be amended, provides that a Delaware corporation may indemnify any persons who were, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who are, were or are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, provided that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer, director, employee, or agent is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director has actually and reasonably incurred.

II-1

Section 145 of the DGCL further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him or her under Section 145 of the DGCL.

Our amended certificate of incorporation provides that, to the fullest extent permitted by Delaware law, as it may be amended from time to time, none of our directors will be personally liable to us or our stockholders for monetary damages resulting from a breach of fiduciary duty as a director. Our amended certificate of incorporation also provides discretionary indemnification for the benefit of our directors, officers and employees, to the fullest extent permitted by Delaware law, as it may be amended from time to time. Pursuant to our bylaws, we are required to indemnify our directors, officers, employees and agents, and we have the discretion to advance his or her related expenses, to the fullest extent permitted by law.

We currently provide liability insurance coverage for our directors and officers.

~~The~~We ~~Registrant~~enter ~~enters~~ into indemnification agreements with our executive officers and directors, which provide that we shall, subject to certain exceptions, indemnify and pay, advance or reimburse the costs of defense of such person who is made party to a proceeding by reason of their indemnified capacities. Each indemnified party agrees to repay any payment, advance or reimbursement of expenses made by ~~the~~us ~~Registrant~~ to such person if it is determined, following the final disposition of the claim, that the person is not entitled to indemnification by ~~the~~us ~~Registrant~~ with respect to a claim for which indemnification was obtained.

II-1

Reference is made to Item 17 for our undertakings with respect to indemnification for liabilities under the Securities Act of 1933.

Item 15. Recent Sales of Unregistered Securities.

~~Except~~Set ~~as set~~ forth below, inis ~~the~~information ~~three~~regarding ~~years~~all ~~preceding~~unregistered ~~the~~securities ~~filing~~issued ofby ~~this~~us ~~Registration~~since ~~Statement~~January 1, ~~the~~2022 ~~Registrant~~through ~~has~~the ~~not~~date ~~issued~~of ~~any~~this ~~securities~~registration ~~that were not registered under the Securities Act~~statement. ~~All~~The ofshare ~~the~~information ~~securities~~presented ~~described below were issued~~ in ~~reliance~~this onitem ~~the~~is ~~exemption~~historical ~~from registration~~and ~~provided~~does bynot ~~Section~~give ~~4(a)(2)~~effect ofto the ~~Securities~~Reverse ~~Act~~Stock ~~or Regulation D promulgated thereunder~~Split.

a) In ~~May~~ January 2022, we issued 2,000 shares of common stock valued at approximately $37,000 to John J. Bello, our former chairman and interim Chief Executive Officer, and Nancy E. Bello, as Co-Trustees of The John and Nancy Bello Revocable Living Trust, as consideration for pledge of securities. b) In March 2022, we entered into a securities purchase agreement with certain institutional and accredited investors pursuant to which the ~~Company~~investors ~~issued~~agreed to purchase 371,892 shares of our common stock and warrants to purchase 185,946 shares of common stock in a private placement (including 64,963 shares of our common stock and warrants to purchase 32,482 shares of common stock to investors who were our then officers and directors). The warrants have an exercise price of $14.39 per share for a period of five years commencing six months from the closing date of March 11,~~250~~ 2022. The purchase price per share of common stock and associated warrant was $14.00 for certain investors and was $17.51 for investors who were officers and directors. The net proceeds to us, after deducting placement agent fees and other offering expenses, was approximately $5.0 million. Our officers and directors purchased approximately $1.1 million of the securities in this offering. c) In May 2022, we issued approximately $11.2 million of convertible notes payable (the “Original Notes”) to entities affiliated with Whitebox Advisors LLC (“Whitebox”). The Original Notes bear interest at 10% per annum (with 5% per annum payable in cash and 5% per annum payable in kind (“PIK”) by adding such PIK interest to the principal amount of the notes), are secured by substantially all of ~~the~~our ~~Company’s~~ assets (including all of its intellectual property) and are subject to a collateral sharing agreement with Alterna Capital ~~(“ACS”)~~, ~~the~~our ~~Company’s~~ then-existing secured lender. The Original Notes mature the earlier of September 30, 2025 or the scheduled maturity of any unsecured indebtedness incurred by ~~the~~us ~~Company~~ that is junior in right of payment ~~to Note obligations~~. ~~At each of December 31, 2024 and December 31, 2023, the principal balance of the Original Notes was $0 and $10,250, respectively.~~

On August 1, 2022, the Original Notes were amended to add a 10% fee (“Excess ABL Fee’) commencing with the fiscal month ending October 31, 2022 for the amount that the Company’s line of credit with ACS exceeds (i) (x) prior to November 30, 2024, $9,500 and (y) on and after November 30, 2024, $6,500, if the Company had not publicly announced or is not actively pursuing a proposed transaction as a result of which the Company reasonably believes that its Common Stock will be listed on a national securities exchange) or $9,500 otherwise, minus (ii) any amounts repaid to ACS pursuant to the Option Notes (not to exceed $500) plus (iii) the aggregate principal amount of Original Notes voluntarily converted into Conversion Consideration (as defined therein), in each case subject to the terms of the collateral sharing agreement; provided that the sum of the amounts in clauses (i), (ii) and (ii) above shall not exceed $10,500 minus any amounts repaid ACS as contemplated by the Option Notes (not to exceed $500).

The Original Notes had an amortization feature which requires the Company to make monthly payments of principal of $200 plus accrued interest, payable in cash or in shares of the Company’s common stock at the option of the Company, based on 90% of the average prices of the Company’s common stock, as defined. During 2023, Whitebox waived the requirement for the Company to pay the December 2022 to October 2023 monthly amortization payments on the Original Notes. The November 2023 amortization payment of $200 principal was paid, and the amortization payment for December 2023 to May 2024 was waived. The amortization period resumed on June 1, 2024.

At the time of issuance of the Original Notes, the Company also granted the investors an option to purchase up to an additional $12,000 aggregate principal amount of “Option Notes”. At December 31, 2023, the principal balance of the Option Notes was $4,050.

During 2022, the Company made interest payments of $1,892, including the issuance of 229,871 shares of common stock valued at $1,261.

On May 25, 2023, the Company entered into a securities purchase agreement with D&D, as the lead investor, and certain of Reed’s affiliates pursuant to which the investors agreed to purchase an aggregate of 1,566,732 shares of Reed’s common stock and warrants to purchase 313,346 shares of Common Stock. The purchase price was $2.585 per share of Common Stock with the associated warrant. The net proceeds to the Company, after deducting offering expenses, was $4,016. The warrants are exercisable for a term of three years at an exercise price of $2.50 per share. Upon conversion or early payment, holders of the Original Notes were entitled to receive an interest make-whole payment, as defined, equal to the sum of the remaining scheduled payments of interest on the Original Notes that would be due at maturity, payable, at the Company’s option, in cash or in shares of common stock.

During 2023, the Company issued 82,438 shares of the Company’s common stock valued at $273 as inducement for a waiver under the Notes.

During the first quarter of 2024, the Company received $4,097 in gross proceeds from three significant stockholders of the Company pursuant to Simple Agreements for Future Equity (“SAFE”) investments. The SAFE investments were to convert into the next equity financing of Reed’s on the same terms and conditions as investors in Reed’s next equity financing at the lesser of $1.50 per share or the per share price in the financing.

II-2

~~On September~~At the time of issuance of the Original Notes, we also granted the investors an option to purchase up to an additional $12.0 million aggregate principal amount of “Option Notes” (collectively with the Original Notes, the “Notes”). During 2022, we made interest payments of $1.9 million, including the issuance of 229,871 shares of common stock valued at $1.3 million pursuant to the Notes. During 2023, we issued 82,438 shares of our common stock valued at approximately $273,000 as inducement for a waiver under the Notes. In October 2024, Whitebox sold and assigned its entire interest in the $10.3 million of Notes, interest added to the Original Notes of $1.1 million and the Option Notes of $6.5 million to D&D Holdings Ltd. (“D&D”), including accrued interest of $4.6 million in the aggregate amount of $22.5 million. In November 2024, we entered into an exchange agreement with D&D, wherein outstanding principal of the Notes amounting to $17.9 million and accrued interest of $4.6 million, or an aggregate of $22.5 million, were converted into 22,478,074 shares of our common stock. d) In May 2023, we entered into a securities purchase agreement with D&D, as the lead investor, and certain of our affiliates pursuant to which the investors agreed to purchase an aggregate of 1,566,732 shares of common stock and warrants to purchase 313,346 shares of common stock. The purchase price was $2.585 per share with the associated warrant. The net proceeds to us, after deducting offering expenses, was approximately $4.0 million. The warrants are exercisable for a term of three years at an exercise price of $2.50 per share. e) During the first quarter of 2024, we received approximately $4.1 million in gross proceeds from three significant stockholders of our company pursuant to Simple Agreements for Future Equity (“SAFE”) investments. The SAFE investments were to convert into the next equity financing on the same terms and conditions as investors in our next equity financing at the lesser of $1.50 per share or the per share price in the financing. In September 2024, as part of a securities purchase agreement described below, ~~the~~we ~~Company~~ issued 2,731,205 shares of ~~its~~ common stock valued at $4.1 million upon conversion of the SAFEs. f) In September 2024,~~096~~ we entered into a securities purchase agreement with various purchasers for the issuance of 4,000,000 common shares for total consideration of $6.0 million. The various purchasers also held investment in our SAFEs as described above. In addition to the issuance of the 2,731,205 shares of common stock valued at $4.1 million upon conversion of the SAFEs described above, we issued an additional 1,268,795 common shares to D&D for consideration of $1.9 million. Subsequently, we issued and sold an additional 76,668 shares pursuant to this transaction for additional gross proceeds of approximately $115,000. g) In December 2024, we entered into a securities purchase agreement with accredited investors. We issued 14,705,882 shares of common stock for aggregate gross proceeds of $10 million. The price per share was $0.68. h) In June 2025, we entered into a securities purchase agreement with accredited investors, including D&D. We issued 3,225,806 shares of common stock for aggregate gross proceeds of $3.0 million. The price per share was $0.93. i) In September 2025, we entered into a securities purchase agreement with accredited investors. We issued 5,000,000 shares of common stock for aggregate proceeds of $5.0 million. The price per share was $1.00.

On September 9, 2024, the Company entered into a securities purchase agreement with various purchasers for the issuance of 4,000,000 common shares for total consideration of $6,000. The various purchasers also held the investment in the Company’s SAFEs as described above. In addition to the issuance of the 2,731,205 shares of common stock valued at $4,096 upon conversion of the SAFE described above, the Company issued an additional 1,268,795 common shares to D&D for consideration of $1,903. Subsequently, the Company issued and sold an additional 76,668 shares pursuant to this transaction for additional gross proceeds of $115.

On October 10, 2024, Whitebox sold and assigned its entire interest in the $10,250 Secured Convertible Note Payable, interest added to Original Note of $1,124 and the $6,504 Option Note Payable to D&D including accrued interest of $4,600 in the aggregate amount of $22,478.

On November 19, 2024, the Company entered into an exchange agreement with D&D wherein outstanding principal of the convertible notes amounting to $17,878 and accrued interest of $4,600 or an aggregate of $22,478 were converted into 22,478,074 shares of the Company’s common stock.

On December 30, 2024, the Company entered into a securities purchase agreement with accredited investors. The Company issued 14,705,882 shares of common stock for aggregate gross proceeds of $10 million. The price per share was $0.68.

On June 4, 2025, the Company entered into a securities purchase agreement with D&D and other accredited investors. The Company issued 3,225,807 shares of common stock for aggregate gross proceeds of approximately $3,000,000. The purchase price per share was $0.93.

On September 15, 2025, the Company entered into a securities purchase agreement with accredited investors. The Company issued 5,000,000 shares of common stock for aggregate gross proceeds of $5,000,000. The purchase price per share was $1.00.

II-3

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Unless otherwise specified above, we believe these transactions were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on Section 4(a)(2) of the Securities Act (and Regulation D or Regulation S promulgated thereunder) or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or under benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed on the share certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.

Item 16. Exhibits and Financial Statement Schedules.

~~See Exhibit~~(a) ~~Index attached hereto and incorporated herein by this reference~~Exhibits.

~~Item~~The ~~17.~~exhibits ~~Undertakings~~listed below are filed as part of this registration statement.

The undersigned registrant hereby undertakes:

Exhibit No.

Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

1.1

Form of Underwriting Agreement

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

Amended and Restated Bylaws of Reed’s, Inc., as amended through February 1, 2025

10-K

001-32501

3(ii)

3/28/2025

3.4

Amendment to Amended and Restated Bylaws of Reed’s, Inc., dated as of September 25, 2025.

8-K

001-32501

3.1

9/25/2025

3.5

Form of Second Amended and Restated Bylaws of Reed’s Inc., to be effective upon the listing of our common stock on the NYSE American LLC.

4.1

Form of Warrant, to Raptor / Harbor Reed’s SPV LLC, issued on December 11, 2020

10-K

001-32501

4.1

3/30/2021

4.2

Form of Warrant to Union Square Park Partners, LP, issued on March 11, 2022

8-K

001-32501

4.1

3/21/2022

4.3

Form of Warrant 2022 PIPE, issued on March 11, 2022

8-K

001-32501

4.1

3/14/2022

4.4

Form of Secured Convertible Promissory Note, issued on May 9, 2022

8-K

001-32501

4.1

5/10/2022

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

II-4

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Exhibit No.

Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

4.5

Form of Warrant, issued on May 25, 2023

8-K

001-32501

4.1

5/31/2023

4.6

Form of Common Stock Certificate.

5.1

Opinion of Cooley LLP

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

10.7

Form of Securities Purchase Agreement by and among Reed’s Inc, and certain investors dated March 10, 2022

8-K

001-32501

10.1

3/14/2022

10.8

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

10.9

Registration Rights Agreement by and between Reed’s Inc. and purchasers dated May 9, 2022

8-K

001-32501

10.2

5/10/2022

Provided, however, that paragraphs (a)(1)(i), (ii), and (iii) of this section do not apply if the registration statement is on Form S-1 (§ 239.11 of this chapter), Form S-3 (§ 239.13 of this chapter), Form SF-3 (§ 239.45 of this chapter) or Form F-3 (§ 239.33 of this chapter) and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement, or, as to a registration statement on Form S-3, Form SF-3 or Form F-3, is contained in a form of prospectus filed pursuant to § 230.424(b) of this chapter that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is relying on Rule 430B (§ 230.430B of this chapter):

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§ 230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

II-5

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§ 230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§ 230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

Exhibit No.	Description	Form	File No.	Exhibit	Filing Date	Filed Herewith

10.10	Securities Purchase Agreement by and between Reed’s Inc. and D&D Source of Life Holding Ltd. and certain other investors, dated May 25, 2023	8-K	001-32501	10.1	5/31/2023
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

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);

II-6

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

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

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-7

SIGNATURES

Exhibit No.

Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

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 Indemnification Agreement, which is incorporated by reference to Exhibit 10.1 to Form 10-K as filed with the SEC April 1, 2024.

8-K

001-32501

10.3

4/17/2025

10.33⁺

Form of Employee Confidentiality and Proprietary Rights Agreement

8-K

001-32501

10.4

4/17/2025

10.34

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

10.35

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

In accordance with the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norwalk, State of Connecticut, on September 19, 2025.

REED’S, INC. By: /s/ Cyril A. Wallace, Jr. Cyril A. Wallace, Jr. Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each of the individuals whose signature appears below constitutes and appoints Cyril A. Wallace and Douglas W. McCurdy, and each of them, as his true and lawful attorney-in-fact and agent, with full and several power of substitution, for him or her and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Shufen Deng	Chairperson of the Board of Directors	September 19, 2025
Shufen Deng
/s/ Cyril A. Wallace, Jr.	Chief Executive Officer	September 19, 2025
Cyril A. Wallace, Jr.	(Principal Executive Officer)
/s/ Douglas W. McCurdy	Chief Financial Officer	September 19, 2025
Douglas W. McCurdy	(Principal Financial and Accounting Officer)
/s/ Sam Van	Director	September 19, 2025
Sam Van
/s/ Rudolf Bakker	Director	September 19, 2025
Rudolf Bakker
/s/ Michael Tu	Director	September 19, 2025
Michael Tu

II-8

EXHIBIT INDEX

Exhibit No.

Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

10.36

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

10.37

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

10.38

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

Code of Ethics

10-K

001-32501

4/1/2024

21.1

Subsidiaries of Reed’s Inc.

10-K

001-32501

3/28/2025

23.1

Consent of Weinberg & Co., PA., Independent Registered Public Accounting Firm

23.2

Consent of Cooley LLP (included in Exhibit 5.1)

23.3

Power of Attorney (included on the signature page)

107

Filing Fee Table

~~Exhibit~~+ Indicates management contract or compensatory plan.

3(i)		Certificate of Incorporation of Reed’s, Inc., which is incorporated by reference to Exhibit 3(i) to for 10-K filed March 28, 2025.
3(ii)		Amended and Restated Bylaws of Reed’s, Inc., which is incorporated by reference to Exhibit 3(ii) to for 10-K filed March 28, 2025.
4.1		Form of Warrant issued to Raptor/ Harbor Reed’s SPV LLC on December 11, 2020 which is incorporated by reference to Exhibit 4.1 to Form 10-K filed with the SEC March 30, 2021.
4.2		Form of Warrant issued to Union Square Park Partners, LP which is incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC March 21, 2022.
4.3		Form of Warrant 2022 PIPE which is incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC March 14, 2022.
4.4		Form of Secured Convertible Promissory Note issued May 9, 2022 which is incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC May 10, 2022.
4.5		Form of Warrant issued May 25, 2023 which is incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC May 31, 2023.
4.6		Form of Option Note in favor of Wilmington Savings Fund Society, FSB dated August 1, 2024, which is incorporated by reference to Exhibit 4.1 to Form 10-Q filed with the SEC August 13, 2024.
4.7		Simple Agreement for Future Equity by and between Reed’s, Inc. and D&D Source of Life Holding Ltd. dated February 8, 2024 which is incorporated by reference to Exhibit 4.7 to Form 10-K as filed with the SEC April 1, 2024.
4.8		Simple Agreement for Future Equity by and between Reed’s, Inc. and John J. Bello dated March 7, 2024 which is incorporated by reference to Exhibit 4.8 to Form 10-K as filed with the SEC April 1, 2024.
4.9		Simple Agreement for Future Equity by and between Reed’s, Inc. and Union Square Park Partners LP dated February 8, 2024 which is incorporated by reference to Exhibit 4.9 to Form 10-K as filed with the SEC April 1, 2024.
5.1**		Opinion of Lowenstein Sandler LLP.
10.1*		Form of Reed’s, Inc. Indemnification Agreement which is incorporated by reference to Exhibit 10.1 to Form 10-K as filed with the SEC April 1, 2024.
10.2*		Reed’s, Inc. 2020 Equity Incentive Plan, as amended December 30, 2021 which is incorporated by reference to Exhibit 10.2 to Form 10-K as filed with the SEC April 1, 2024.
10.3*		Reed’s Inc. 2024 Inducement Plan which is incorporated by reference to Exhibit 10.3 to Form 10-K as filed with the SEC April 1, 2024.
10.4		Lease by and between Merritt 7 Venture LLC and Reed’s Inc. dated May 10, 2024 which is incorporated by reference to Exhibit 10.2 to Form 10-Q filed with the SEC August 13, 2024.
10.5		Form of Securities Purchase Agreement by and among Reed’s, Inc, and certain investors dated March 10, 2022 which is incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC March 14, 2022.
10.6		Form of Registration Rights Agreement by and among Reed’s, Inc, and certain investors dated March 10, 2022 which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC March 14, 2022.

(b)

Financial statement schedules.

No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or the notes thereto.

Item 17. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

	(a)	For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

	(b)	For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-9

10.7		Registration Rights Agreement by and between Reed’s, Inc. and purchasers dated May 9, 2022 which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC May 10, 2022.
10.8		Securities Purchase Agreement dated May 25, 2023 by and between Reed’s, Inc. and D&D Source of Life Holding Ltd. and certain other investors which is incorporated by reference to Exhibit 10.1.to Form 8-K filed with the SEC May 31, 2023.
10.9		Shareholders Agreement dated May 25, 2023 by and between Reed’s, Inc. and D&D Source of Life Holding Ltd which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC May 31, 2023.
10.10		Amendment to Shareholders Agreement dated January 24, 2025 by and between Reed’s, Inc. and D&D Source of Life Holding Ltd which is incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC January 28, 2025.
10.11		Board Observer Agreement dated January 24, 2025 by and between Reed’s, Inc. and D&D Source of Life Holding Ltd which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC January 28, 2025.
10.12		Registration Rights Agreement dated May 25, 2023 by and between Reed’s, Inc., and D&D Source of Life Holdings Ltd and certain other investors which is incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC May 31, 2023.
10.13		Amended Registration Rights Agreement by Reed’s, Inc. and the holders of 10% secured convertible notes dated May 30, 2023 which is incorporated by reference to Exhibit 10.4 to Form 8-K filed with the SEC May 31, 2023.
10.14		Securities Purchase Agreement dated December 30, 2024 by and between Reed’s, Inc. and certain investors which is incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC January 6, 2025.
10.15		Registration Rights Agreement dated December 30, 2024 by and between Reed’s, Inc. and certain investors which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC January 6, 2025.
10.16		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 which is incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC November 19, 2024.
10.17		Seventh Amendment to the 10% Secured Convertible Notes and 10% Secured Promissory Notes between Reed’s, Inc., the holders party thereto, and Wilmington Savings Fund Society, FSB, as holder representative and collateral agent, which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC November 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 which is incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC November 19, 2024.
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 which is incorporated by reference to Exhibit 10.4 to Form 8-K filed with the SEC November 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 which is incorporated by reference to Exhibit 10.5 to Form 8-K filed with the SEC November 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 which is incorporated by reference to Exhibit 10.6 to Form 8-K filed with the SEC November 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 which is incorporated by reference to Exhibit 10.7 to Form 8-K filed with the SEC November 19, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norwalk, State of Connecticut, on the 12th day of November, 2025.

	REED’S, INC.

	By:	/s/ Cyril A. Wallace, Jr.
	Name:	Cyril A. Wallace, Jr.
	Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Cyril A. Wallace, Jr. and Douglas W. McCurdy and each of them, as his or her true and lawful attorney-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post- effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Cyril A. Wallace, Jr.	Chief Executive Officer and Director	November 12, 2025
Cyril A. Wallace, Jr.	(Principal Executive Officer)

/s/ Douglas W. McCurdy	Chief Financial Officer	November 12, 2025
Douglas W. McCurdy	(Principal Financial Officer and Principal Accounting Officer)

/s/ Shufen Deng	Chairperson of the Board of Directors	November 12, 2025
Shufen Deng

/s/ Sam Van	Director	November 12, 2025
Sam Van

/s/ Rudolf Bakker	Director	November 12, 2025
Rudolf Bakker

/s/ Michael C. Tu	Director	November 12, 2025
Michael C. Tu

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10.23		Exchange Agreement by and between Reed’s, Inc. and D&D Source of Life Holding Ltd. dated November 18, 2024, which is incorporated by reference to Exhibit 10.8 to Form 8-K filed with the SEC November 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, which is incorporated by reference to Exhibit 10.1 to Form 10-Q filed with the SEC August 13, 2024.
10.25		Securities Purchase Agreement by and between Reed’s, Inc. and investors dated September 9, 2024, which is incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC September 13, 2024.
10.26		Registration Rights Agreement by and between Reed’s, Inc. and investors dated September 9, 2024, which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC September 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 which is incorporated by reference to Exhibit 10.3 to Form 10-Q filed with the SEC May 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 which is incorporated by reference to Exhibit 10.1 to Form 8-K/A filed with the SEC on April 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 which is incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC February 13, 2024.
10.30*		Employment Agreement by and between Reed’s, Inc. and Douglas W. McCurdy dated January 31, 2025, which is incorporated by reference to Exhibit 10.4 to Form 10-K filed March 28, 2025.
10.31		Amendment to Shareholders Agreement dated January 24, 2025 by and between Reed’s, Inc. and D&D Source of Life Holding Ltd which is incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC January 28, 2025.
10.32		Board Observer Agreement dated January 24, 2025 by and between Reed’s, Inc. and D&D Source of Life Holding Ltd which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC January 28, 2025.
10.33*		Retirement, Transition and Separation Agreement by and between Reed’s, Inc. and Norman E. Snyder, Jr. dated April 14, 2025, which is incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC April 17, 2025.
10.34*		Executive Employment Agreement by and between Reed’s, Inc. and Cyril Wallace dated April 16, 2025, which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC April 17, 2025.
10.35		Form of Confidentiality and Proprietary Information Agreement, which is incorporated by reference to Exhibit 10.4 to Form 8-K filed with the SEC April 17, 2025.
10.36		Securities Purchase Agreement by and between Reed’s, Inc. and certain investors effective June 4, 2025, which is incorporated by reference to Exhibit 10.4 to Form 10-Q filed with the SEC August 13, 2025.
10.37		Registration Rights Agreement by and between Reed’s, Inc. and certain investors effective June 4, 2025, which is incorporated by reference by reference to Exhibit 10.5 to Form 10-Q filed with the SEC August 13, 2025.
10.38		Securities Purchase Agreement by and between Reed’s, Inc. and certain investors dated September 12, 2025, which is incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC September 16, 2025.
10.39		Registration Rights Agreement by and between Reed’s, Inc. and certain investors dated September 12, 2025, which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC September 16, 2025.
21		Subsidiaries of Reed’s, Inc., incorporated by reference to Exhibit 21 to Form 10-K filed April 29, 2025.
23.1**		Consent of Weinberg & Co., PA.
23.2**		Consent of Lowenstein Sandler LLP (included in Exhibit 5.1).
24**		Power of Attorney (included on signature page).
101.INS**		Inline XBRL Instance Document.
101.SCH**		Inline XBRL Taxonomy Extension Schema Document.
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104**		Cover Page Interactive Data File (embedded within the Inline XBRL document).
107**		Filing fee table.

* Management contracts and compensatory plans or arrangements required to be filed as exhibits pursuant to Item 15(a)(3) of this report.

** Filed herewith.

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Filing Compare · REED'S, INC.