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): October 5, 2022

REED’S, INC.

(Exact name of registrant as specified in its charter)

201 Merritt 7, Norwalk, CT 06851

(Address of principal executive offices and zip code)

Not applicable

(Former name or former address if changed since last report)

Registrant’s telephone number, including area code: (203) 890-0557

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.07 Submission of Matters to a Vote of Security Holders

Final Voting Results

At the Reed’s, Inc. 2022 Annual Meeting of Stockholders on October 5, 2022 (“2022 Annual Meeting”), the stockholders of Reed’s, Inc., a Delaware corporation (“Reed’s”) elected all of the nominees to the board of directors.

In addition, the stockholders:

Of the 112,948,266 shares of common stock outstanding on the record date of August 26, 2022, a total of 80,833,089 shares were voted in person or by proxy, representing 71.57% of the votes entitled to be cast, constituting a majority and therefore more than a quorum of the outstanding shares entitled to vote. Votes were cast as follows:

1. To elect John J. Bello, Norman E. Snyder, Jr., Lewis Jaffe, James C. Bass, Louis Imbrogno Jr., Leon M. Zaltzman and Thomas W. Kosler and to serve a one-year term until their respective successors are duly elected and qualified or until their death, resignation, removal or disqualification:

2. To approve the Convertible Note Share Issuance Proposal:

3. To ratify the Auditor Ratification Proposal:

4. To approve the Reverse Split Proposal:

5. To approve, on an advisory basis, the Say-On-Pay Proposal:

6. To approve the Adjournment Proposal:

Item 7.01 Regulation FD Disclosure.

After adjourning the annual meeting, Reed’s management disclosed the following in response to stockholder questions:

Two interim deadlines were set by the Nasdaq Hearings Panel on September 22, 2022, as follows:

The first, which has been satisfied at the 2022 Annual Meeting, was receipt of stockholder approval on or before October 5, 2022 for the Convertible Share Issuance Proposal and the Reverse Split Proposal the reverse split and debt to equity conversion.

On or before November 1, 2022, the Company must file a Form S-1 registration statement with the SEC.

SIGNATURE

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.