Reed's, Inc. filed a Form 8-K on November 3, 2026, disclosing a private placement of 17,421,602 shares of common stock to its majority stockholder, D&D Source of Life Holding, Ltd., at $0.574 per share for aggregate gross proceeds of approximately $10.0 million, with the transaction dated October 28, 2026.

Key Highlights

  • Private placement size: 17,421,602 shares of common stock, $0.0001 par value per share, issued to D&D Source of Life Holding, Ltd.
  • Purchase price: $0.574 per share, for aggregate gross proceeds of approximately $10.0 million.
  • Expected closing: On or about November 6, 2026, according to the filing.
  • Use of proceeds: The company disclosed it intends to use net proceeds for working capital and general corporate purposes.
  • Loan covenant satisfied: The gross proceeds will satisfy a requirement under the Senior Secured Loan and Security Agreement, as amended by Amendment No. 2 dated September 30, 2026, to receive at least $10.0 million in aggregate cash equity contributions no later than November 6, 2026.
  • Registration rights: The company agreed to file a resale registration statement with the SEC no later than fifteen (15) days after the closing date, and to seek effectiveness no later than seventy (70) days following closing, or ninety (90) days in the event of a "full review" by the SEC.
  • Exemption claimed: The shares are being offered pursuant to the exemption provided in Section 4(a)(2) and Rule 506(b) of the Securities Act of 1933, as amended.

Reed's, Inc. Private Placement Details and Loan Agreement Impact

According to the filing, Reed's, Inc. (NYSE American:REED) entered into a securities purchase agreement on October 28, 2026, with D&D Source of Life Holding, Ltd., identified in the filing as the company's majority stockholder. Under the agreement, the company agreed to issue and sell 17,421,602 shares of its common stock at $0.574 per share in a private placement, generating aggregate gross proceeds of approximately $10.0 million. The company disclosed that the private placement is expected to close on or about November 6, 2026.

The filing further disclosed that receipt of the gross proceeds will satisfy a condition under the company's Senior Secured Loan and Security Agreement, as amended by Amendment No. 2, dated September 30, 2026. That amendment required the company to receive aggregate cash equity contributions of at least $10.0 million on or after the effective date of the amendment and no later than November 6, 2026. The company stated it intends to apply the net proceeds to working capital and general corporate purposes.

In connection with the private placement, the company also entered into a registration rights agreement, also dated October 28, 2026, with the investor. Under that agreement, the company committed to prepare and file a registration statement covering the resale of the shares within fifteen (15) days after the closing date, and to use its best efforts to have the registration statement declared effective no later than seventy (70) days following closing, or ninety (90) days if the SEC conducts a "full review." The filing was signed by Douglas W. McCurdy, Chief Financial Officer, on November 3, 2026.

What Was Disclosed

Reed's, Inc. reported the entry into a securities purchase agreement and a registration rights agreement with its majority stockholder for a private placement of 17,421,602 shares at $0.574 per share, raising approximately $10.0 million in gross proceeds to satisfy a loan covenant and fund general corporate purposes.