Reed's Inc.

06/04/2025 | Press release | Distributed by Public on 06/04/2025 15:01

Material Agreement (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

On June 4, 2025, Reed's, Inc., a Delaware corporation ("Reed's" or the "company") issued and sold 3,225,806 shares of common stock, $0.0001 par value per share, for aggregate gross proceeds of approximately $3,000,000. pursuant to a securities purchase agreement with D&D Source of Life Holding, Ltd., the company's majority stockholder, as lead investor, and four additional accredited investors. The purchase price per share is $0.93. D&D Source of Life Holding, Ltd. participated in this transaction in the amount of $1,000,000.

The securities purchase agreement includes standard representations, warranties, mutual indemnification provisions and covenants of the company and investors. A customary liquidated damages provision is included to address a buy-in failure. The parties also entered into a registration rights agreement pursuant to which Reed's agreed to file a registration statement on Form S-1, at its sole expense, to register the shares for resale within 15 days of closing. The registration rights agreement contains additional customary deadlines and mutual indemnification provisions.

Reed's intends to use the net proceeds from the transaction for working capital and general corporate purposes, including but not limited to investing in personnel and marketing resources, pursing strategic transactions and expanding internationally.

The foregoing descriptions of the securities purchase agreement and the registration rights agreement are qualified by reference to the full text of such agreements, which will be attached as to Reed's Quarterly Report on Form 10-Q for the period ending June 30, 2025.

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