As filed with the Securities and Exchange Commission on December 3, 2025 Registration No. 333-291443 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REED'S, INC. (Exact name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of incorporation or organization) Delaware 2086 35-2177773 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 50 ...

Core Viewpoint - Reed's, Inc. is set to uplist its common stock to the NYSE American, enhancing visibility and liquidity for its shares [1][3]. Group 1: Uplisting Details - The uplisting is expected to take place on or about November 21, 2025, under the symbol "REED" [1]. - Trading on the OTCQX Best Market will cease on or about November 20, 2025, prior to the uplisting [2]. Group 2: Company Strategy and Financial Plans - The CEO of Reed's stated that the uplisting will expand the investor base and improve liquidity [3]. - The company plans to conduct a concurrent underwritten public offering of its shares, subject to regulatory approval and market conditions [3]. - Proceeds from the offering will be used for growth initiatives, working capital, and general corporate purposes [3]. Group 3: Company Background - Reed's, Inc. is a leader in handcrafted, natural ginger beverages and operates under the brands Reed's®, Virgil's®, and Flying Cauldron® [5]. - The company's products are available in over 32,000 stores across the United States [5].

Financial Data and Key Metrics Changes - Net sales for Q3 2025 increased 4% to $7.0 million compared to $6.8 million in the year-ago quarter, driven by higher volumes of Reed's branded products with recurring national customers [13] - Gross profit for Q3 2025 remained flat at $1.2 million, with gross margin decreasing to 17% from 18% in the previous year, primarily due to $0.1 million of inventory write-offs [13] - Net loss improved to $4.0 million, or negative $0.48 per share, compared to $4.2 million, or negative $4.91 per share in Q3 2024 [14] - Modified EBITDA loss was $3.9 million in Q3 2025 compared to $3.0 million in Q3 2024 [15] Business Line Data and Key Metrics Changes - Core product sales saw a 4% year-over-year growth across top accounts, including Kroger, Sprouts Farmers Market, and Giant Carlisle, indicating strong momentum within the core ginger ale, ginger beer, and Virgil's portfolio [5] - The company is focusing on regaining lost distribution with key regional wins at Harmons, Bashas', and Festival Foods, while also expanding presence in underrepresented channels like food service and convenience [6] Market Data and Key Metrics Changes - Delivery and handling costs were reduced by 14% to $1.1 million during Q3 2025, reflecting early progress from operational improvements [14] - The transition from glass to cans is expected to improve cost efficiency and sustainability, with anticipated margin strengthening as the transition progresses [11] Company Strategy and Development Direction - The company is redefining its approach with distributors, moving from short-term promotions to a fully integrated 52-week strategy to enhance predictability and control over trade spend [4] - A complete restage of the functional soda line is slated for July 2026, aimed at reestablishing Reed's as a category disruptor [7] - The leadership team has been strengthened with key appointments to enhance marketing, commercial execution, and governance [9][10] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the operational foundation and key initiatives that will drive long-term growth and profitability, with a focus on improving margins and optimizing operations [12] - The company is preparing for an uplist to a major exchange, which is expected to enhance visibility and broaden access to institutional capital [12] Other Important Information - The company completed a review of finished goods inventory, writing down approximately $114,000 of obsolete products as part of a broader effort to rationalize SKUs [10] - A 1-for-6 reverse stock split was implemented effective October 31, 2025, to facilitate uplisting [12] Q&A Session Summary Question: Expectations for distribution gains and shelf resets - Management highlighted the restructuring of the sales team to focus on channels and customers not currently targeted, with plans for a core product restage in 2026 [18][19] Question: Transition from bottles to cans and P&L impacts - The transition is expected to yield long-term cost savings and margin benefits, with the process taking several months to complete [22][23] Question: Marketing strategy in a competitive category - The company plans to adopt a targeted and strategic approach to marketing spend, focusing on grassroots campaigns to build brand equity [25][26] Question: Timing for uplisting and regaining lost distribution - The reverse stock split was a milestone for uplisting, and management is actively working to regain lost distribution with key regional accounts [29][32] Question: Challenges in launching new products - Management believes that operational stability will help in regaining retailer confidence when launching new products [34]

Core Points - Reed's, Inc. will host a conference call on November 4, 2025, at 8:30 a.m. Eastern time to discuss its financial results for the three and nine months ended September 30, 2025 [1][2] - The conference call will include a question-and-answer period and will be accessible via toll-free and international dial-in numbers [2] - The call will also be available for live broadcast and replay on the investor relations section of the company's website [3] Company Overview - Reed's, Inc. is a leader in handcrafted, natural ginger beverages, established in 1989, and offers a portfolio of premium sodas under the Reed's®, Virgil's®, and Flying Cauldron® brand names [4] - The company's beverages are sold in over 32,000 stores nationwide, highlighting its extensive market reach [4] - Reed's is recognized as America's original ginger beer brand, with a product line that includes ginger beers, ginger ales, and a new functional soda line featuring adaptogenic ingredients [5] Product Lines - The Virgil's® brand offers award-winning craft sodas made with natural ingredients, free from GMOs and artificial preservatives, including flavors like Root Beer and Vanilla Cream [6] - Flying Cauldron® is a non-alcoholic butterscotch beer known for its creamy vanilla and butterscotch flavors, made with natural ingredients and no artificial additives [7]

Core Viewpoint - Reed's, Inc. has successfully closed a PIPE financing transaction, raising $5.0 million through the sale of 5,000,000 shares at $1.00 per share, aimed at enhancing working capital and supporting growth initiatives [1][2]. Group 1: Financing Details - The PIPE financing closed on September 15, 2025, generating gross proceeds of $5.0 million [1]. - The company sold 5,000,000 shares of common stock at a price of $1.00 per share [1]. Group 2: Strategic Intent - The proceeds from the financing will be used for working capital and general corporate purposes, allowing the company to invest in personnel, marketing, and product innovation [2]. - The CEO emphasized that the enhanced working capital position will provide greater flexibility to strengthen brand presence and expand market share [2]. Group 3: Leadership Changes - Michael Tu has been appointed to the Board of Directors as a corporate governance advisor and securities litigation expert, effective September 15, 2025, replacing Lee Edwards [2][3]. - Mr. Tu brings nearly three decades of experience in corporate governance and securities law, having previously worked as a partner at Orrick and Cooley [3]. Group 4: Company Overview - Reed's, Inc. is a leader in handcrafted, natural ginger beverages, with a portfolio that includes ginger beers, ginger ales, and a new functional soda line [5][6]. - The company was established in 1989 and its beverages are sold in over 32,000 stores nationwide [5].

Core Insights - Reed's, Inc. is undergoing a corporate reorganization to enhance operational efficiency and position the company for long-term success [2][4] - The company is making key investments to strengthen its commercial strategy, including the establishment of a dedicated field sales organization [2] - Tina Reejsinghani has been appointed as the new Chief Marketing Officer, bringing over 20 years of global marketing experience [3][4] Organizational Changes - The reorganization is part of a broader strategic realignment aimed at strengthening the company's foundation for future growth [2] - Chris Burleson, the Chief Commercial Officer, has resigned effective September 12, 2025, after contributing to strategic growth initiatives since February 2023 [4][5] Leadership Appointments - Tina Reejsinghani's previous experience includes leading marketing for a $500 million Cognac portfolio, achieving 30% year-over-year growth [3] - Reejsinghani's expertise in brand storytelling and experiential marketing is expected to play a crucial role in Reed's growth and brand expansion [3][4] Company Overview - Reed's is a leader in handcrafted, natural ginger beverages, with a portfolio that includes ginger beers, ginger ales, and a new functional soda line [6] - The company operates under the brand names Reed's®, Virgil's®, and Flying Cauldron®, with products sold in over 32,000 stores nationwide [5][6]

Core Insights - Reed's, Inc. reported a decline in net sales for Q2 2025, with net sales of $9.5 million compared to $11.9 million in Q2 2024, primarily due to lower order volumes from national customers [4][7] - The company experienced a significant drop in gross profit, reporting $0.8 million in Q2 2025 versus $3.8 million in the same period last year, resulting in a gross margin of 8% compared to 32% [5][8] - Management is focused on long-term growth strategies, including enhancing commercial execution, improving inventory management, and expanding distribution channels [3][7] Financial Performance - Net sales decreased to $9.5 million in Q2 2025 from $11.9 million in Q2 2024 [4][8] - Gross profit for Q2 2025 was $0.8 million, with a gross margin of 8%, impacted by $1.6 million in inventory write-offs [5][8] - Selling, general and administrative expenses rose to $5.0 million in Q2 2025 from $3.1 million in Q2 2024, driven by costs related to contract proceedings and investments in personnel and marketing [7][8] Cash Flow and Liquidity - The company used approximately $5.0 million in cash from operating activities in Q2 2025, compared to $0.9 million in the same period in 2024 [10] - As of June 30, 2025, Reed's had approximately $2.7 million in cash and $9.7 million in total debt, a decrease from $10.4 million in cash and $9.6 million in total debt at the end of 2024 [10][29] Management Strategy - The CEO emphasized the importance of rebuilding relationships with key retail partners and exploring growth opportunities in underpenetrated segments such as convenience and food service [3] - The company aims to drive sales growth within its core Reed's and Virgil's portfolios while improving margins and positioning for profitability [3][7]

Core Points - Reed's, Inc. will host a conference call on August 13, 2025, at 8:30 a.m. Eastern time to discuss its financial results for the three months ended June 30, 2025 [1][2] - The conference call will include a question-and-answer period and will be accessible via toll-free and international dial-in numbers [2] - The call will also be available for live broadcast and replay on the investor relations section of the company's website [3] Company Overview - Reed's, Inc. is a leader in handcrafted, natural ginger beverages, established in 1989, and offers a portfolio of premium sodas under the Reed's®, Virgil's®, and Flying Cauldron® brand names [4] - The company's beverages are sold in over 32,000 stores nationwide, highlighting its extensive market reach [4] - Reed's is recognized as America's original ginger beer brand, with a product line that includes ginger beers, ginger ales, and a new functional soda line featuring adaptogenic ingredients [5] Product Lines - The Virgil's® brand offers an award-winning line of craft sodas made with natural ingredients, free from GMOs and artificial preservatives, featuring flavors like Root Beer and Vanilla Cream [6] - Flying Cauldron® is a non-alcoholic butterscotch beer known for its creamy vanilla and butterscotch flavors, made with natural ingredients and no artificial additives [7]

Core Insights - Reed's, Inc. has announced the retirement of CEO Norman E. Snyder, Jr. and appointed Cyril Wallace as the new CEO and Director, with Ruud Bakker joining the Board of Directors [1][4] Leadership Changes - Cyril Wallace brings over 20 years of experience from PepsiCo, where he managed a $3.2 billion territory and has a strong track record in revenue and margin performance [2] - Ruud Bakker has over 25 years of global leadership experience in the beverage industry, having held senior roles at Red Bull, Diageo, and Heineken, and is the founder of a beverage innovation incubator [3] Company Background - Reed's, Inc. is a leader in handcrafted, natural ginger beverages, established in 1989, and offers products under the Reed's, Virgil's, and Flying Cauldron brand names, sold in over 32,000 stores nationwide [5] - The company is recognized as America's 1 name in natural, ginger-based beverages, with a portfolio that includes ginger beers, ginger ales, and has recently expanded into the zero-sugar segment [6] Product Offerings - Virgil's is an award-winning line of craft sodas made with natural ingredients, offering various flavors including Root Beer and Vanilla Cream, with zero sugar options available [7] - Flying Cauldron is a non-alcoholic butterscotch beer made with natural ingredients, appealing to beverage enthusiasts [8]

NORWALK, Conn., March 27, 2025 (GLOBE NEWSWIRE) -- The Company is issuing a corrected version of its fourth quarter and full year 2024 earnings press release to account for a $750,000 provision related to contract proceedings with a vendor, which impacted the previously reported selling, general and administrative expenses and operating loss. The corrected press release follows: Reed’s, Inc. (OTCQX: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger bev ...