REED'S, INC.

8-K · form8-k.htm

0001140215

 2026-06-10
 2026-06-10

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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

  

  

  

 FORM
 8-K

  

  

  

 CURRENT
REPORT

 Pursuant
to Section 13 or 15(d)

 of
the Securities Exchange Act of 1934

  

 Date
of Report (Date of earliest event reported): June 10, 2026

  

  

  

 REED’S,
INC.

 (Exact
name of Registrant as Specified in Its Charter)

  

  

  

 Delaware
  
 001-32501
  
 35-2177773

 (State
 or Other Jurisdiction

 of
 Incorporation)

  
 (Commission

 File
 Number)

  
 (I.R.S.
 Employer

 Identification
 No.)

  

 501
 Merritt 7 PH

 Norwalk ,
 Connecticut

  
 06851

 (Address
 of Principal Executive Offices)
  
 (Zip
 Code)

  

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

  

 Not
Applicable

 (Former
Name or Former Address, if Changed Since Last Report)

  

  

  

 Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

  

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

    

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

    

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

    

 ☐ Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities
registered pursuant to Section 12(b) of the Act:

  

 Title
 of each class
  
 Trading
 Symbol(s)*

  
 Name
of each exchange on which registered

 Common
 stock, $0.0001 par value per share
  
 REED
  
 NYSE
 American LLC

  

 Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

  

 Emerging
growth company  ☐

  

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

  

  

  

  

  

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

  

 On
June 10, 2026, Reed’s, Inc. (the “ Company ”)
held its 2026 annual meeting of stockholders (the “ Annual Meeting ”). At the
Annual Meeting, the Company’s stockholders approved the Reed’s, Inc. 2026 Equity Incentive Plan (the “ 2026
Plan ”), which was adopted by the Company’s Board of Directors, subject to stockholder
approval, on March 31, 2026. The 2026 Plan became effective immediately upon stockholder approval at the Annual Meeting.

  

 The
material features of the 2026 Plan are described in the Company’s definitive proxy statement , filed with the U.S. Securities
and Exchange Commission on April 29, 2026 (the “ Proxy
Statement ”), which description is incorporated by reference herein. Additionally, the full
text of the 2026 Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. The description
of the 2026 Plan in the Proxy Statement and the foregoing disclosure under Item 5.02(e) of this Current Report on Form 8-K are qualified
in their entirety by reference to the full text of the 2026 Plan.

  

 Item
5.07 Submission of Matters to a Vote of Holders.

  

 The
following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes cast for and against
each matter, and if applicable, the number of abstentions and broker non-votes with respect to each matter. A more complete description
of each matter is contained in the Proxy Statement.

  

 1. Election
 of Directors

  

 Name
  
 For
  
  
 Withhold
  
  
 Broker

 Non-Votes
  

 Shufen Deng
  
  
 7,069,234
  
  
  
 5,595
  
  
  
 1,035,603
  

 Neal M. Cohane
  
  
 7,069,872
  
  
  
 4,957
  
  
  
 1,035,603
  

 Michael C. Tu
  
  
 7,069,534
  
  
  
 5,295
  
  
  
 1,035,603
  

 Sam Van
  
  
 7,069,370
  
  
  
 5,459
  
  
  
 1,035,603
  

 Rudolf J. M. Bakker
  
  
 7,069,373
  
  
  
 5,456
  
  
  
 1,035,603
  

  

 Each
of Shufen Deng, Neal M. Cohane, Michael C. Tu, Sam Van, and Rudolf J. M. Bakker were elected as directors to hold office until the Company’s
2027 annual meeting of stockholders and until their successors have been duly elected and qualified or such director’s earlier
death, resignation or removal.

  

 2. Ratification
 of Selection of Independent Registered Public Accounting Firm

  

 For    
   Against    
   Abstentions  

 8,099,074    
   10,794    
   564  

  

 The
Company’s stockholders ratified the appointment of Weinberg & Company P.A. as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2026.

  

 3. Approval
 of the 2026 Equity Incentive Plan

  

 For    
 Against    
 Abstentions    
 Broker
 Non-Votes  

 6,896,454    
   178,156    
   219    
   1,035,603  

  

 The
Company’s stockholders approved the 2026 Plan.

  

 2

  

  

 4. Non-Binding
 Advisory Vote on the Compensation of the Company’s Named Executive Officers

  

 For    
 Against    
 Abstentions    
 Broker
 Non-Votes  

 7,068,913
    
   5,756    
   160    
   1,035,603  

  

 The
Company’s stockholders passed the advisory vote on the compensation of the Company’s named executive officers.

  

 5. Non-Binding
 Advisory Vote on the Frequency of Stockholder Advisory Votes on the Compensation of the Company’s
 Named Executive Officers

  

 One
 Year    
 Two
 Years    
 Three
 Years    
 Abstentions    
 Broker
 Non-Votes  

 176,660    
   4,300    
   6,893,600    
   269    
   1,035,603

  

 The
Company’s stockholders voted three years for the frequency of stockholder advisory votes on the compensation of the Company’s
named executive officers. Consistent with these results, the Company’s Board of Directors determined that future stockholder advisory
votes on named executive officer compensation will be held every three years until the next required advisory vote on the frequency of
stockholder advisory votes on the compensation of the Company’s named executive officers.

  

 Item 9.01
Financial Statements and Exhibits.

  

 (d)
Exhibits.

  

 Exhibit

 Number

  
 Description

 10.1+
  
 Reed’s, Inc. 2026 Equity Incentive Plan.

 104
  
 Cover
 Page Interactive Data File (embedded within the Inline XBRL document).

  

 + Indicates
 management contract or compensatory plan.

  

 3

  

  

 SIGNATURES

  

 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

  

  
 Reed’s,
 Inc.

  
  
  

 Date:
 June 11, 2026
 By:
 /s/
 Douglas W. McCurdy

  
  
 Douglas
 W. McCurdy

  
  
 Chief
 Financial Officer

  

 4