As filed with the Securities and Exchange Commission on December 2, 2025 Registration No. 333-291443 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 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 ...

As filed with the Securities and Exchange Commission on November 12, 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 REED'S, INC. (Exact name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of incorporation or organization) (Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Cyril A. Wallace, Jr. Chief Ex ...

Core Insights - Reed's, Inc. reported a 4% increase in net sales for Q3 2025, reaching $7.0 million compared to $6.8 million in Q3 2024, driven by higher volumes of Reed's branded products with recurring national customers [5][7] - The company is focused on operational improvements, margin enhancement, and sales growth, with strategic leadership appointments aimed at advancing its marketing and sales initiatives [3][9] - A reverse stock split was executed on October 31, 2025, with approximately 8,945,620 shares outstanding post-split, aimed at enhancing visibility and liquidity [4] Financial Performance - Gross profit for Q3 2025 remained flat at $1.2 million, with a gross margin of 17%, down from 18% in the previous year, primarily due to $0.1 million in inventory write-offs [6][9] - Selling, general, and administrative expenses increased to $4.2 million from $3.1 million, reflecting investments in personnel and marketing [9] - The net loss improved to $4.0 million, or $(0.48) per share, compared to a net loss of $4.2 million, or $(4.91) per share, in Q3 2024 [9][10] Operational Highlights - Delivery and handling costs decreased by 14% to $2.50 per case, down from $2.99 per case in the previous year, indicating improved operational efficiency [8] - Cash used in operations for Q3 2025 was $2.8 million, a significant increase compared to $1.1 million of cash provided by operating activities in Q3 2024 [11] - As of September 30, 2025, the company had approximately $4.1 million in cash and $9.2 million in total debt, a decrease from $10.4 million in cash and $9.6 million in total debt at the end of 2024 [11] Strategic Initiatives - The company is preparing for an anticipated uplist to a major stock exchange, which is expected to enhance visibility and broaden access to institutional capital [3] - Key leadership appointments include Tina Reejsinghani as Chief Marketing Officer and Keith Johnson as Chief Go-To-Market and Customer Officer, aimed at driving growth and supporting rebranding initiatives [3] - The company is actively identifying opportunities to streamline operations to enhance efficiency and scalability [3]

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]