Material Event (Form 8-K)

Item 8.01 Other Events.

As previously disclosed, on October 28, 2026, Reed's, Inc., a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with D&D Source of Life Holding, Ltd., the Company's majority stockholder (the "Investor"), for the issuance and sale of the Company's common stock in a private placement (the "Private Placement"). On November 9, 2026, the Company completed the Private Placement and issued the Shares to the Investor for aggregate gross proceeds of approximately $10.0 million, before deducting offering expenses payable by the Company.

The Company's receipt of the gross proceeds from the Private Placement satisfied the requirement under the Senior Secured Loan and Security Agreement, as amended, that the Company receive aggregate cash equity contributions of at least $10.0 million no later than November 20, 2026.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the form of the Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on November 3, 2026, and is incorporated herein by reference.