What changed in this filing

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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-05-15 · 373 added, 354 removed, 335 unchanged (68% of the section changed)

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the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer,

we conducted an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities

we conducted an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15€ and 15d-15€ under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”).

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in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting during the three-month period ended December 31, 2022, that have materially

were no changes in our internal control over financial reporting during the year ended December 31, 2022, that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls

effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error or

overriding of controls, and, therefore, can provide only reasonable assurance with respect to reliable financial reporting.

its inherent limitations, our internal control over financial reporting may not prevent or detect all misstatements, including the possibility

of human error, the circumvention or overriding of controls, or fraud.

Effective internal controls can provide only reasonable assurance

with respect to the preparation and fair presentation of financial statements.

Other Information

to Limited Waiver, Deferral, and Amendment and Restatement Agreement dated February 12, 2024

February 12, 2024, Reed’s entered into a Limited Waiver, Deferral, and Amendment and Restatement Agreement (the “Waiver and

Amendment”) with each holder of the Notes payable to Whitebox (see Note 7).

Subject to the Waiver and Amendment, the holders agreed

to temporarily waive certain events of default under the Notes, including the failure to pay Excess ABL Amounts and the failure to pay

amortization payments due December 1, 2023 to April 30, 2024, and to waive the maturity date of the Option Notes originally due through

November 28, 2023, to April 30, 2024.

addition, as of the date of these financial statements, the Company and Whitebox have tentatively agreed to amend and restate the Notes

in full to provide, among other things, the following:

conversion price of the Original Notes will be amended to be between 125% and 145% of the effective price of the company’s

subsequent equity offering, with the premium set based on the aggregate gross proceeds realized by the company in the offering and

the conversion price subject to a cap of $7.50 per share.

portion of the outstanding ABL accrued fees will be satisfied through payment of $132 in cash and the issuance of shares of the company’s

common stock (up to the beneficial ownership limitation applicable to each holder) at a value per share equal to the lesser of $1.50

or the per share price of securities issued in the company’s subsequent equity offering.

The remaining balance of any outstanding

accrued ABL fees will be added to the principal amount of the Notes.

The $132 has not been paid nor any shares issued as of the date

of these financial statements

maturity date of the Option Notes will be amended to March 31, 2025.

conversion price of the Option Notes will be amended to 120% of the arithmetic average of the Daily VWAP for the five (5) VWAP Trading

Days beginning on, and including, the VWAP Trading Day immediately following the consummation of an equity offering undertaken for

purposes of satisfying the terms and conditions of the Waiver and Amendment.

Option Notes shall bear interest at a rate of 10% per annum, with 5% per annum payable in cash and 5% per annum payable “in

kind” by adding such PIK interest to the unpaid principal amount.

company shall have the right at any time prior to the date that is the 180 th day from the effective date to prepay the

amended and restated Option Notes, in whole or in part, at a price equal to 102% of the principal amount plus all accrued and unpaid

interest thereon to the date of prepayment.

March 7, 2023, John J.

Bello funded $300,000 to Reed’s through a Simple Agreements for Future Equity (“SAFE”) investment.

The SAFE investment convert into the next equity financing of Reed’s on the same terms and conditions as investors in Reed’s

next equity financing, subject to certain limitations and conditions.

The SAFE has not been registered under the Securities Act of 1933,

as amended (the “Securities Act”) and instead was offered pursuant to the exemption provided in Section 4(a)(2) under the

Securities Act on the basis that there was no public offering.

Trading Arrangements

the 16 weeks ended December 30, 2023, none of our directors or executive officers adopted, modified or terminated a “Rule 10b5-1

trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Executive Officer, Director

Chief Financial Officer

Financial Officer, Secretary

Commercial Officer

Sales Officer

Chairman of Governance and Compensations Committee, Member of Audit and Operations Committee

Chairman of the Audit Committee and Member of Compensation Committee

Chairman of Governance Committee, Member of Audit and Compensation Committee

Chairman of the Audit Committee

Imbrogno, Jr.

Member of the Audit Committee and Member of Compensation Committee

Director, Chairman of Compensation Committee and member of Audit Committee and Governance Committee

Vice Chairman of Board and Chairman of Asian Operations

Experience of Directors and Executive Officers

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from the State University of New York at Albany.

Tinnelly was appointed Interim Chief Financial Officer effective March 31, 2023.

over 30 years of finance and accounting experience in global public and private equity company environments.

She is a Certified Public

Accountant and has served as Vice President and Corporate Controller of Reed’s since July 2018.

She previously served as Interim

Chief Financial Officer of Reed’s, from November 22, 2019, through December 1, 2019.

Prior to joining Reed’s, from May 2014

to May 2017, she served as Assistant Controller of Steel Excel, Inc., a subsidiary of Steel Partners Holdings, a global diversified holding

Tinnelly was appointed Chief Financial Officer effective October 19, 2023.

She previously served as Interim Chief Financial Officer

of Reed’s, from March 31, 2023 through October 18, 2023 and from November 22, 2019, through December 1, 2019.

She has over 30 years

of finance and accounting experience in global public and private equity company environments.

She is a Certified Public Accountant and

has served as Vice President and Corporate Controller of Reed’s since July 2018.

Prior to joining Reed’s, from May 2014 to

May 2017, she served as Assistant Controller of Steel Excel, Inc., a subsidiary of Steel Partners Holdings, a global diversified holding

Prior to 2014, Ms.

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Burleson also served as a director of Fever Tree USA.

Cohane has served as Reed’s Chief Sales Officer since March of 2008 and previously as Vice President of Sales since August

From March 2001 until August 2007, Mr.

Cohane served in various senior-level sales and executive positions for PepsiCo, most recently

as Senior National Accounts Manager, Eastern Division.

In this capacity, Mr.

Cohane was responsible for all business development and

sales activities within the Eastern Division.

From March 2001 until November 2002, Mr.

Cohane served as Business Development Manager,

Non-Carbonated Division within PepsiCo where he was responsible for leading the non-carbonated category build-out across the Northeast

From 1998 to March 2001, Mr.

Cohane spent three years at South Beach Beverage Company, most recently as Vice President of

Sales, Eastern Region.

From 1986 to 1998, Mr.

Cohane spent approximately twelve years at Coca-Cola of New York where he held various

senior-level sales and managerial positions, most recently as General Manager New York.

Cohane holds a B.S.

degree in Business Administration

from Merrimack College in North Andover, Massachusetts.

Bello is Reed’s Chairman and sales and marketing expert.

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markets a redness reduction eye drop under the Lumify brand name.

Bass has served as a director since September 29, 2017, is Chairman of the Audit Committee and member of the Compensation

Bass is retired from the position of Chief Financial Officer and Senior Vice President of Sony Interactive Entertainment

America LLC, commonly referred to as the PlayStation business of Sony where he joined in 1995 as Vice President of Finance.

has more than thirty-five years of financial and international management experience and was responsible for all of Sony’s financial

operations and controls including general accounting and financial reporting, planning, analysis and systems, treasury and risk management,

internal audit, and federal, state and local income taxes.

Prior experience includes holding several senior management positions encompassing

fourteen years with Bristol-Myers Squibb Company, gaining international experience running operations in parts of Asia and Europe.

Bass also spent two years at Wang Laboratories as a Divisional Controller.

He started his career in New York at the public accounting

firm, Haskins and Sells, now Deloitte & Touche.

Bass received a Bachelor of Business Administration degree in accounting and

finance from Pace University, New York City.

He is a Certified Public Accountant and a member of the American Institute of Certified

Public Accountants.

Jaffe has served as a director since October 19, 2016, is Chairman of the Governance Committee and a member of the Audit and

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as its lead independent director from 2004 to 2012.

Jaffe is a graduate of the Stanford Business School

Executive Program, holds a Bachelor of Science from LaSalle University and holds a Master’s Professional Director Certification

from the American College of Corporate Directors, a public company director education and credentialing program.

Jaffe is a graduate of the Stanford Business School Executive Program, holds a Bachelor of Science from LaSalle University and holds

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Advisor Representative for over 21 years and accredited in business valuations by the AICPA for over 8 years.

Zaltzman has served as a director since March 21, 2022.

Zaltzman is the founder and managing member of Union Square Park

Capital Management, LLC (“USPCM”), an SEC Registered Investment Adviser firm and is also the managing member of Union Square

Park GP (“USPGP”).

USPCM and USPGP serve as the investment manager and general partner to Union Square Park Partners, LP

(“USPP Fund”), respectively.

Foregoing entities hereinafter collectively referred to as the “Union Square Entities”.

Prior to founding USPCM and USPGP in April 2015, Mr.

Zaltzman worked at various major banks and investment firms for over twenty years.

Zaltzman received an M.B.A.

degree from Columbia Business School in 1997 and a B.S.B.A.

degree from the University of Denver in 1992.

Deng was appointed Vice Chairman of the Board and Chairman of Asian Operations on February 8, 2024.

Prior, she had served as

director since July 7, 2023.

Deng has been the sole shareholder and sole director of D&D Source of Life Holding Ltd.

the Company’s largest shareholder, since February 2023, D&D was the lead investor in Reed’s PIPE transaction which closed

on March 25, 2023.

As part of the PIPE transaction, the parties entered into a shareholders agreement dated May 25, 2023, pursuant to

which Reed’s agreed to support D&D’s nomination of up to two board designees, one of which shall be an independent director.

Shufen Deng is D&D’s non-independent designee.

From April 2017 through March 2021, she served as Chairman and General Manager

of Baolingbao Biology Co., Ltd.

(China), and she continues to serve as a member of its board of directors and its compensation committee

Prior, she served for seven years as a judge in China.

Lee Edwards was appointed to the board on December 12, 2023.

He is a corporate attorney with over 25 years of experience

practicing in New York and China.

He has advised Chinese, U.S., and European companies on a broad range of public and private

M&A transactions, including public mergers, stock and asset acquisitions and dispositions, venture capital and private equity

deals, as well as the establishment or dissolution of joint ventures.

He has served as a member of the supervisory board of

Whirlpool (China) Co.

(Shanghai, China) since March 2023.

Previously, he served as Of Counsel to Sherman & Sterling LLP

(Beijing, China), from January 2020 to March 2021.

Edwards was a partner at Sherman & Sterling, LLP from January 2001 to

December 2019.

Edwards is proficient in Mandarin and is a member of the State Bar of New York.

Edwards holds a J.D.

Columbia University School of Law and a B.A from Columbia College.

Edwards is D&D’s independent designee.

2014, Louis Imbrogno Jr.

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Our Code of Ethics is posted on our

website at http://investor.reedsinc.com .

website www.drinkreeds.com at http://investor.reedsinc.com .

We will satisfy the disclosure requirement of Item 5.05 of Form 8-K (which requires disclosure on Form 8-K or the

Company website of certain waivers or amendments of the Company’s code of ethics) by posting information at this location on the

Company website.

undertake to provide a copy of our Code of Ethics to anyone without charge.

To request a copy, please contact our investor relations

via telephone, email or mail, as follows:

Relations at Reed’s Inc.

Merritt 7 Corporate Park

Connecticut 06851

ir@reedsinc.com

997-3337 Ext.

2 or (617) 956-6736

with Section 16(a) of the Exchange Act

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in ownership of our equity securities.

our knowledge, based solely upon a review of Forms 3 and 4 and amendments thereto furnished to Reed’s under 17 CFR

240.16a-3(e) during our fiscal year ended December 31, 2021, the following individuals each filed one late Form 4 representing one

transaction (unless otherwise noted):

Snyder, Jr, Lewis Jaffe, Thomas W.

Kosler, Rhonda Kallman (former director), Louis

Imbrogno, Jr.

(2 transactions), James C.

Bass, Rhonda Kallman (former director) and Leon M.

Zaltzman each filed one late Form 3.

None of our officers or directors filed Form 5.

our knowledge, based solely upon a review of Forms 3 and 4 and amendments thereto furnished to Reed’s under 17 CFR 240.16a-3(e)

during our fiscal year ended December 31, 2023, the following individuals each filed one late Form 4 representing one transaction (unless

otherwise noted):

Bello, Joann Tinnelly, Christopher Burleson and Randle Lee Edwards each filed one late Form 3.

officers or directors filed Form 5.

Director Nomination Procedures

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Name and Principal Position

Stock Awards (1)

All Other Compensation (2)

Chief Executive Officer

Former Chief Financial Officer

Neal Cohane(4)

Former Chief Sales Officer

Joann Tinnelly(5)

Chief Financial Officer

Chief Sales Officer

Christopher Burleson

Chief Commercial Officer

The amounts represent the fair value for share-based payment awards issued during the year.

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Other compensation includes both cash payments and the estimated value of the use of Company assets.

board appointed Mr.

Snyder to the office of Chief Operating Officer, effective March 1, 2020.

Snyder succeeded John J.

served as Interim Chief Executive Officer from September 30, 2019, through February 29, 2020.

The board granted Mr.

Snyder a one-time

bonus of 150,000 RSAs vesting March 1, 2020, subject to the conditions and limitations of Reed’s Second Amended and Restated 2017

Incentive Compensation Plan, in conjunction with his promotion.

Pursuant his employment agreement, on February 25, 2020, he received

an equity award of 446,000 stock options, one-half scheduled to vest in equal increments on an annual basis for four years and remainder

to vest based on performance criteria to be determined by the board of directors (or compensation committee of the board).

performance-based cash bonus was set at a target amount of 30% of base salary for the term of his service as Chief Operating Officer.

The agreement provided for acceleration of equity grants triggered by a “change of control”, as defined in the agreement

and contains confidentiality, invention assignment and non-solicitation covenants.

Snyder is also eligible to participate in the

company’s benefit plans available to its executive officers.

June 24, 2020, we entered into an amended and restated employment agreement with Norman E.

reflecting his promotion to Chief

Executive Officer on March 1, 2020.

The term of the agreement continues through March 1, 2023, and will automatically renew for an additional

one-year term, unless earlier terminated or unless notice of non-renewal is submitted by either party 90 days in advance.

the agreement, Mr.

Snyder’s base salary of $300,000 per year increased to $350,000 on September 30, 2020, based on satisfaction

of certain objectives and to $360,500 on March 1, 2021.

Snyder is also eligible to receive a performance-based cash bonus at a target

amount of 50% of his base salary in effect.

He is also eligible to participate in Reed’s other benefit plans available to its executive

The agreement provides for acceleration of equity grants triggered by a “change of control”, as defined in the

agreement and contains customary, non-competition, confidentiality, invention assignment and non-solicitation covenants.

also entitled to six months’ severance benefits in the event of termination without cause by Reed’s or for good reason by

Spisak resigned effective March 30, 2023.

Neal Cohane resigned effective July 1, 2023.

(5) Joann Tinnelly was appointed Interim Chief Financial Officer on March 31, 2023 and subsequently appointed permanent Chief Financial

Officer on October 19, 2023.

Snyder’s employment agreement expired on March 1, 2024.

Under the agreement, Mr.

Snyder was eligible to receive a performance-based

cash bonus at a target amount of 50% of his base salary in effect.

He was also eligible to participate in Reed’s other benefit

plans available to its executive officers.

The agreement provided for acceleration of equity grants triggered by a “change of control”,

as defined in the agreement, and contained customary, non-competition, confidentiality, invention assignment and non-solicitation covenants.

Snyder was also entitled to six months’ severance benefits in the event of termination without cause by Reed’s or for

good reason by Mr.

Snyder, subject to execution of a release.

entered into an at-will employment agreement with Thomas J.

Spisak to serve as the Chief Financial Officer of Reed’s, effective

December 2, 2019.

Spisak’s base annual base salary was increased to $257,500 from $250,000 effective March 1, 2020.

was also eligible to receive performance-based cash bonus at a target amount of 30% of his base salary.

Pursuant to his employment agreement,

Spisak received an initial equity award of 150,000 incentive stock options and 150,000 restricted stock awards on March 3, 2020,

one-half of the award (75,000 options and 75,000 restricted stock awards) vesting in equal increments on an annual basis for four years

and the remainder (75,000 options and 75,000 restricted stock awards) vesting based on performance criteria to be determined by the board

of directors or compensation committee.

Spisak was also eligible to participate in Reed’s other benefit plans available to

its executive officers.

The agreement contained customary confidentiality, non-competition and invention assignment covenants.

The Company and Mr.

Snyder are in the process of reinstating his employment

Spisak’s at will employment agreement provided

for a performance-based cash bonus at a target amount of 30% of his base salary.

Spisak was also eligible to participate in Reed’s

other benefit plans available to its executive officers.

The agreement contained customary confidentiality, non-competition and invention

assignment covenants.

Spisak resigned from his position as Chief Financial Officer effective March 30, 2023.

Salary Arrangements of Other Named Executive Officers

Burleson receives a salary of $300,000 and is eligible for an annual performance bonus based on a target of 35% of his annual salary

(to be determined by the company in its sole discretion).

As an inducement to accept the position, Mr.

Burleson receive a vested RSA

grant of approximately 18,160 shares of common stock of Reed’s valued at $75,000 pursuant to the Reed’s, Inc.

Incentive Compensation Plan, as amended December 30, 2021.

Cohane receives an annual salary which increased from $210,000 to $250,000 on March 1, 2021, with a 30% bonus target, and he is eligible

to participate in benefits offered by the company to its executive officers.

Change-in-Control

is our general policy that awards that vest over a term greater than one-year include provisions for acceleration upon a change-in-control.

Compensation Plans

2017 Plan provides the consequences of a change-in-control provisions may be set forth in individual award agreements.

For purposes of

the 2020 Plan, a “change in control” generally includes (a) the acquisition of more than 50% of the company’s common

stock, (b) the acquisition within a twelve-month period of 30% or more of the Company’s common stock, (c) the replacement of a

majority of the board of directors, within a twelve-month period, by directors whose election was not endorsed by the incumbent board,

or (d) the acquisition of all or substantially all of the Company’s assets.

2020 Plan, as amended, provides that the Compensation Committee of the board retains discretion under the 2020 Plan to determine the

treatment of outstanding awards in connection with a change in control of the Company, subject to the terms of contractual agreements

of executive officers.

For example, the Compensation Committee may cause awards granted under the 2020 Plan to vest upon a change in

control, may cancel awards in exchange for a payment of cash (or without a payment, in the case of stock options or SARs with an exercise

price that exceeds fair market value), or may cause awards to be continued or substituted in connection with a change in control.

purposes of the 2020 Plan, a “change in control” generally includes (a) the acquisition of more than 50% of the company’s

common stock, (b) the acquisition within a twelve-month period of 30% or more of the company’s common stock, (c) the replacement

of a majority of the board of directors, within a twelve-month period, by directors whose election was not endorsed by the incumbent

board of directors, or (d) the acquisition of all or substantially all of the company’s assets.

The full definition of “change

in control” is set out in the 2020 Plan.

provisions of the 2017 Plan and 2020 Plan are subject to contractual modifications that may be set forth in executive employment agreements

and award agreements.

Joann Tinnelly receives a salary of $305,000 and is eligible for an annual

performance bonus based on a target of 35% of her annual salary (to be determined by the Company in its sole discretion).

Christopher Burleson receives a salary of $315,000

and is eligible for an annual performance bonus based on a target of 35% of his annual salary (to be determined by the Company in its

sole discretion).

of Employment/Retirement

of our Named Executive Officers have any arrangement that provides for retirement benefits, or benefits that will be paid primarily following

of our Named Executive Officers has a contract, agreement, plan or arrangement that is currently in effect, whether written or unwritten,

that provides for payment to him or her following, or in connection with resignation, retirement or other termination, or a change in

control of the Company or a change in the Named Executive Officer’s responsibilities following a change in control.

Compensation Committee of the board retains discretion to determine the treatment of outstanding stock option awards in connection with

a change in control of the Company, subject to the terms of contractual agreements.

of Erroneously Awarded Compensation

Equity Awards at Year-End

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(Chief Executive Officer)

Financial Officer) (1)

(Chief Sales Officer)

Spisak resigned effective March 30, 2023.

Joann Tinnelly

(Chief Financial Officer)

Christopher J.

Burleson (Chief Commercial Officer)

following table summarizes the compensation paid to our non-employee directors for the year ended December 31, 2023:

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Louis Imbrogno, Jr.

Rhonda Kallman (3)

amounts represent the fair value of restricted stock awards granted during the year.

The award is calculated on the date of grant

in accordance with Financial Accounting Standards, excluding any impact of assumed forfeiture rates.

Kosler was appointed to the board effective July 1, 2022.

Kallman was elected to the board on December 30, 2021, at the Reed’s, Inc.

2021 Annual Stockholders Meeting.

She resigned from

her position as director effective June 30, 2022.

Shufeng Deng (2)

Randle Lee Edwards (3)

Bass served as a director until the Annual Stockholders’ Meeting on December 12, 2023, at which he did not stand for re-election.

Shufeng Deng was appointed to the board effective July 7, 2023.

On February 8, 2024, she was appointed as Vice Chairman

of the Board and Chairman of Asian Operations.

She elected to waive non-employee director compensation due to her position as the principal

and director designee of D&D Source of Life Holding, LTD.

Lee Edwards was appointed to the board effective December 12, 2023.

Zaltzman was appointed to the board effective March 22, 2022.

Zaltzman has elected to waive non-employee director compensation

due to his position with the Union Square Entities.

Zaltzman elected to waive non-employee director

compensation due to his position with the Union Square Entities.

He resigned his position on July 7, 2023 but continues as a board

Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters

following table sets forth certain information regarding our shares of common stock beneficially owned as of March 31, 2023 for (i) each

Named Executive Officer and director, and (ii) all Named Executive officers and directors as a group and (iii) each stockholder known

to be the beneficial owner of 5% or more of our outstanding shares of common stock.

A person is considered to beneficially own any shares

(i) over which such person, directly or indirectly, exercises sole or shared voting or investment power or (ii) of which such person

has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise.

Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers

is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock

that such person has the right to acquire within 60 days of March 31, 2023.

For purposes of computing the percentage of outstanding shares

of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire

within 60 days of March 31, 2023 is deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage

ownership of any other person.

The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial

Except as otherwise indicated below, the persons named in the table have sole voting and investment power with respect to

all shares of common stock held by them.

Unless otherwise indicated, the principal address of each listed executive officer and director

is 201 Merritt 7 Corporate Park, Norwalk, Connecticut 06851.

The following table sets forth certain information regarding our shares of common stock beneficially owned as of

March 19, 2024 for (i) each Named Executive Officer and director, and (ii) all Named Executive officers and directors as a group (iii)

each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock n .

A person is considered to

beneficially own any shares (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power or

(ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options

or warrants or otherwise.

Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors

and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

For purposes of this table, a person or group of

persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire

within 60 days of March 19, 2024.

For purposes of computing the percentage of outstanding shares of our common stock held by each person

or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of March 19, 2024 is

deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

Except as otherwise

indicated below, the persons named in the table have sole voting and investment power with respect to all shares of common stock held

Unless otherwise indicated, the principal address of each listed executive officer and director is 201 Merritt 7 Corporate Park,

Norwalk, Connecticut 06851.

Named Beneficial Owner Directors and Named Executive Officers

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Shares Beneficially

Neal Cohane (4)

Owned Prior to Conversion of SAFEs(1)

Percentage of Shares Beneficially Owned After Conversion of SAFEs (2)

Joann Tinnelly (5)

Louis Imbrogno, Jr.

Chris Burleson

Shufeng Deng (9)

Thomas W Kosler (6)

Louis Imbrogno (7)

Lewis Jaffe (8)

Christopher Burleson

Directors and Named Executive Officers as a group (8 persons)

5% or greater stockholders

D&D Source of Life Holding LTD (9)

Union Square Entities (10)

Whitebox Entities (11)

(1) Based on 2,603,661 shares outstanding as of March 10, 2022.

Includes 1,000 shares issuable upon exercise of currently exercisable options, 1,607 RSAs from 2022 Board Compensation and warrants of

Includes 13,129 shares issuable upon exercise of currently exercisable options.

Includes 11,832 shares issuable upon exercise of currently exercisable options.

Includes 1,600 shares issuable upon exercise of currently exercisable options and 1,607 RSAs from 2022 Board Compensation.

Includes 4,870 shares issuable upon exercise of currently exercisable options.

Includes 1,600 shares issuable upon exercise of currently exercisable options and 1,607 RSAs from 2022 Board Compensation

Includes 1,600 shares issuable upon exercise of currently exercisable options and 1,607 RSAs from 2022 Board Compensation.

Zaltzman is voting and dispositive control over shares held by the Union Square Entities.

Includes 1,607 RSAs from 2022 Board Compensation

Principal address is 1120 Avenue of the Americas, Suite 1512, New York, NY 10036.

Zaltzman is the founder and managing member of

Union Square Park Capital Management, LLC (“USPCM”), an SEC Registered Investment Adviser firm and is also the managing member

of Union Square Park GP (“USPGP”).

USPCM and USPGP serve as the investment manager and general partner to Union Square Park

Partners, LP (“USPP Fund”), respectively.

Foregoing entities hereinafter collectively referred to as the “Union Square

Zaltzman has voting and dispositive control over shares held by the Union Square Entities.

Includes Whitebox Advisors LLC, a Delaware limited liability company (“WA”), Whitebox General Partner LLC, a Delaware limited

liability company (“WGP”) and Whitebox Multi-Strategy Partners, a Cayman Islands exempted limited partnership (“WMP”).

The address of the business office of WA and WGP is:

3033 Excelsior Boulevard, Suite 500, Minneapolis, MN 55416.

The address of the business

office of WMP is Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman, KY1-1108, Cayman

Each of WA and WGP is deemed to be the beneficial owner of 257,718 shares (includes shares underlying $10,711,250 principal

amount and accrued interest of secured convertible promissory notes subject to 9.9% blocker).

WMP may be deemed to be the beneficial

owner of 148,904 shares (includes shares underlying $10,711,250 principal amount and accrued interest of secured convertible promissory

notes subject to 9.9% blocker r as applied to the aggregate number of Notes held by WA’s clients and then applied pro rata to the

Notes held directly by WMP).

Each of WA and WGP is deemed to beneficially own 9.9% of the common stock.

WMP may be deemed to beneficially

own 5.7% of the common stock.

Beneficial ownership is calculated pursuant to Section 13d-3 of the Securities Exchange Act of 1934, as amended, and includes shares

underlying derivative securities that are currently exercisable or convertible or may be exercised or converted within 60 days.

shares were outstanding as of March 19, 2024.

In accordance with Section 13d-3, the shares underlying derivative securities are added

to the denominator only for the holder of the derivative securities.

SAFE investments convert at lesser of price of next equity financing of $1.50.

Aggregate SAFE investments to date will convert into approximately

2,731,206 shares calculated based on $1.50 per share conversion price on closing of next equity financing, expected within 60 days.

this column, the aggregate amount of shares underlying all outstanding SAFEs has been added to the number of shares outstanding to illustrate

beneficial ownership post-conversion of the SAFE.

Includes shares underlying 97,240 warrants, 20 shares underlying stock options, and 200,000 shares underlying a SAFE.

Includes 37,605 shares underlying options and 2,856 shares underlying warrants.

Includes 14,863 shares underlying options.

Includes 3,572 shares underlying warrants.

Includes 1,600 shares underlying options and 2,671 shares underlying warrants.

Includes 1,000 shares underlying options.

Deng has voting and dispositive control over shares held by D&D Source of Life Holdings.

Includes 145,828 underlying warrants

and 2,000,000 shares underlying SAFE.

address is 26 Harbour Road, Wanchai, Rooms 3006-07, China Resources Building.

Includes 145,828 Shares issuable upon exercise of warrants and estimated 531,205 underlying SAFE investment.

Square Entities” are Union Square Park Partners, LP (the “ USPP Fund ”), Union Square Park Capital Management,

LLC (“ USPCM ”), Union Square Park GP, LLC (“ USPGP ”) and Leon M.

Zaltzman, an individual.

serves as the investment manager to the USPP Fund and as such may be deemed to have voting and investment power over the securities held

by the USPP Fund.

USPGP serves as the general partner of the USPP Fund and as such may be deemed to have voting and investment power

over the securities held by the USPP Fund.

Zaltzman is the managing member of each of USPCM and USPGP and has voting and dispositive

control over shares held by the Union Square Entities.

Includes approximately 172,032 shares of common stock that WA and WGP have the right to acquire upon conversion of Notes, subject to

the Blocker (defined below), which amount has been added to the shares of common stock outstanding in accordance with Rule 13d-3(d)(1)(i)

under the Act for calculation of percentage.

Whitebox Entities are:

Whitebox Advisors LLC, a Delaware limited liability company (“WA”);

Whitebox General Partner LLC, a Delaware limited liability company (“WGP”);

and Whitebox Multi-Strategy Partners, a Cayman

Islands exempted limited partnership (“WMP”).

Each of WA and WGP is deemed to be the beneficial owner of approximately 429,775

shares of Common Stock, as a result of WA’s clients’ ownership of (i) 257,743 shares of Common Stock and (ii) $15,098,532.77

of the Issuer’s Secured Convertible Promissory Notes (“Notes”), which are convertible into shares of Common Stock based

on the initial conversion rate of approximately 0.08306 shares of Common Stock per one dollar ($1) principal amount of Notes, but subject

to the Blocker (as defined herein).

The Notes are subject to a blocker which prevents the holder from converting the Notes to the extent

that, upon such conversion, the holder would beneficially own in excess of 9.9% of the shares of Common Stock outstanding as a result

of the conversion (the “Blocker”).

WMP may be deemed to be the beneficial owner of approximately 248,312 shares of Common

Stock, as a result of its ownership of 148,916 shares of Common Stock and $8,723,597.02 of the Notes and subject to the Blocker as applied

to the aggregate number of Notes held by WA’s clients and then applied pro rata to the Notes held directly by WMP.

of the business office of WMP is:

Mourant Governance Services (Cayman) Limited.

94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman,

KY1-1108, Cayman Islands.

Authorized for Issuance under Equity Compensation Plans

September 29, 2017, the 2017 Incentive Compensation Plan for 60,000 shares was approved by our shareholders.

On December 13, 2018, the

Amended and Restated 2017 Incentive Compensation Plan was approved by our shareholders increasing the number of shares issuable by 70,000

On December 16, 2019, the Second Amended and Restated 2017 Incentive Compensation Plan (“2017 Plan”) was approved

by our shareholders, increasing the number of shares issuable by 20,000 to 150,000.

December 21, 2020, the 2020 Equity Incentive Plan (“2020 Plan”) for 300,000 shares was approved by our shareholders.

2020 Plan replaced the 2017 Plan, which would have expired by its terms on September 30, 2027.

On December 30, 2021, the Amended and

Restated 2020 Plan was adopted by our shareholders, increasing the 2020 Plan to 300,000 shares.

have discontinued the 2017 Plan and all plans that preceded the 2017 Plan and will not issue any new awards under these prior plans,

although awards granted under these plans will remain in effect.

following table provides information, as of December 31, 2022, with respect to equity securities authorized for issuance under compensation

of December 31, 2023, our Amended and Restated 2020 Plan was in effect.

Our Second Amended and Restated 2017 Incentive Compensation Plan

was discontinued, although outstanding awards granted per its terms remain in effect.

following table provides information, as of December 31, 2023, with respect to equity securities authorized for issuance under our equity

compensation plans:

Number of Securities to be Issued Upon Exercise of Outstanding Options,

26 unchanged sentences

will be reviewed annually at a minimum..

The related party transactions listed below were reviewed by the full board of directors.

to August 2005, we did not have independent directors on our board to review and approve related party transactions.

The Governance Committee

shall review future related party transactions.

following includes a summary of transactions since the beginning of fiscal 2023 or any currently proposed transaction, in which we were

5 unchanged sentences

available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

March 11, 2021, we entered into an amendment to that certain Financing Agreement dated October 4, 2018, as amended or supplemented with

our senior secured lender, Rosenthal & Rosenthal, Inc.

(“Rosenthal”) releasing and replacing that irrevocable standby

letter of credit by Daniel J.

Doherty, III and Daniel J.

Doherty, III 2002 Family Trust in the amount of $1.5 million, which served as

financial collateral for certain obligations of Reed’s under the Rosenthal credit facility, with a two million dollar ($2,000,000)

pledge of securities to Rosenthal by John J.

Bello and Nancy E.

Bello, as Co-Trustees of THE JOHN AND NANCY BELLO REVOCABLE LIVING TRUST,

under trust agreement dated December 3, 2012 (the “Bello Trust”), evidenced by that certain Pledge Agreement to Rosenthal,

and as to which Rosenthal has a first and only perfected security interest by the Securities Account Control Agreement held by securities

November 24, 2021, the Bello trust provided additional collateral support securing a $2,500,000 over-advance under the Financing Agreement,

Bello also provided a personal guarantee.

The additional collateral was released on March 17, 2022, along with the personal

The initial pledged collateral was released March 30, 2022, with the pay-off of the Rosenthal facility.

Bello is the current Chairman, significant stockholder and former Interim Chief Executive Officer of Reed’s.

As consideration

for the collateral support, Mr.

Bello received 8,000 shares of Reed’s restricted stock and a warrant to purchase up to 30,000 shares

of common stock at an exercise price of $10.58 per share.

Martin, daughter of John Bello, director of the Company, was employed as Vice President of Marketing during the fiscal year ended December

Martin was paid approximately $185 for her services during the fiscal year ended December 31, 2022.

Zaltzman and Union Square Entities

March 21, 2022, the Board of Directors of Reed’s, Inc., a Delaware corporation (“Reed’s), upon recommendation from

its governance committee, expanded the board from six to seven members and appointed Leon M.

Zaltzman (“Mr.

Zaltzman”) to

serve as director.

Bello is the Chairman of the board of directors and significant stockholder of Reed’s, beneficially

owning approximately 13% of Reed’s outstanding common stock .In March 2023 he funded $300,000 to Reed’s through a Simple Agreements

for Future Equity (“SAFE”) investment.

The SAFE investment convert into the next equity financing of Reed’s on the same

terms and conditions as investors in Reed’s next equity financing, subject to certain limitations and conditions.

Zaltzman and the Union Square Entities

Zaltzman served as a director on Reed’s board of directors from March 21, 2022 through July 7, 2023.

Since his resignation,

he is a board observer as a representative of the Union Square Entities.

Zaltzman is the founder and managing member of Union Square Park Capital Management, LLC (“USPCM”), an SEC Registered Investment

4 unchanged sentences

referred to as the “Union Square Entities”.

Fund participated in Reed’s recent private placement (the “private placement”) of common stock, $0.0001 par value (“common

stock”), and warrants, which closed on March 11, 2022, in the aggregate principal amount of $3,000,000.

It acquired 214,286 shares

of common stock and warrants to purchase 107,143 shares of common stock in the private placement.

Prior to the private placement, Mr.

Zaltzman and the Union Square Entities beneficially owned approximately 7.79% of Reed’s common stock.

After the private placement,

Zaltzman and the Union Square Entities beneficially owned approximately 17.2% of Reed’s common stock.

The common stock and

shares of common stock underlying the warrants have the same registration rights granted to all investors in the private placement.

issued to USPP Fund are not exercisable until September 27, 2022, and carry a 19.99% beneficial ownership blocker.

In conjunction with

the private placement and USPP Fund’s role as lead investor, Reed’s and USPCM had an oral understanding pursuant to which

Reed’s agreed to support the nomination of USPCM’s nominee, Leon M.

Zaltzman, to the Reed’s board, upon qualification

and recommendation from Reed’s governance committee.

Except as set forth above, USPP Fund invested in the private placement pursuant

to the same terms and conditions of the other purchasers in the private placement.

of the date of this Annual Report, our board has seven directors and the following four standing committees:

an Audit Committee, a Compensation

Committee, a Governance Committee and an Operations Committee.

The board, upon recommendation from the Compensation Committee, determined

each of Lewis Jaffe, James C.

Bass, Thomas W.

Kosler and Louis Imbrogno, Jr.

is an “independent director” as defined by Rule

5605(a)(2) of The NASDAQ Stock Market Rules (the “NASDAQ Rules”).

Independence of board members is re-evaluated by the board

The Union Square Entities are a significant stockholder of Reed’s and beneficially

own approximately 18% of Reed’s issued and outstanding common stock.

On February 8, 2024, Union Square Park Partners LP

funded $798,808 to Reed’s through the SAFE investment.

Source of Life Holding LTD

Source of Life Holding LTD (“D&D”) is a significant stockholder of Reed’s and beneficially owns approximately 47% of Reed’s outstanding common stock.

As part of D&D ‘s initial investment in Reed’s, D&D was given a

preemptive right to purchase its pro-rata share, based on the ratio of its ownership of shares of common stock in the Company

to all of the outstanding shares of common stock in the Company, of any investment in the equity securities or equity-linked securities

of the Company.

Further, the board of directors agreed to support D&D’s nomination of two board designees, one of which must be

independent director.

Shufen Deng, the sole owner of D&D, is D&D’s director designee and Randle Lee Edwards is D&D’s

independent designee.

February 8, 2024, D&D funded $3,000,000 in the SAFE investment.

part of its SAFE investment, D&D was given the right to designate a second independent director nominee to the board of

directors of Reed’s, and Reed’s agreed to limit the size of its board of directors to a maximum of nine (9) for so long

as D&D owns 25% or more of the equity securities of Reed’s.

Further, the parties agreed that Mrs.

Deng would be appointed

Vice Chairman of the Board and Chairman of Asian Operations.

He appointment was effective February 8, 2024.

As of the date of this Annual Report, our board has seven directors and the following three standing committees:

an Audit Committee, a

Compensation Committee and a Governance Committee.

The board, upon recommendation from the Compensation Committee, determined each of

Lewis Jaffe, Thomas W.

Kosler, Louis Imbrogno, Jr.

and Randle Lee Edwards is an “independent director” as defined by Rule 5605(a)(2)

of The NASDAQ Stock Market Rules (the “NASDAQ Rules”).

Independence of board members is re-evaluated by the board annually.

We intend to maintain at least a majority of independent directors on our board in the future.

48 unchanged sentences

thereunto duly authorized.

April 1, 2024

Delaware corporation

1 unchanged sentence

accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the registrant and in the capacities

and on the dates indicated.

and on the dates indicated.(new board members to de added)

Executive Officer,

April 1, 2024

Executive Officer), Director

Joann Tinnelly

Chief Financial Officer

Financial Officer

Leon Michael Zaltzman

Michael Zaltzman

Thomas Kosler

April 1, 2024

Financial Officer)

April 1, 2024

Louis Imbrogno, Jr.

April 1, 2024

Imbrogno, Jr.

Certificate of Incorporation of Reed’s, Inc., as amended

Vice Chairman of the Board and Chairman of Asian Operations

April 1, 2024

Randle Lee Edwards

April 1, 2024

following is a list of the exhibits filed as part of this Form 10-K.

The documents incorporated by reference can be viewed on the SEC’s

website at http://www.sec.gov.

Certificate of Incorporation of Reeds, Inc.

which is incorporated herein by reference to exhibit 3(iv) to Form 10-K filed with SEC on May 15, 2023.

Amended and Restated Bylaws of Reed’s, Inc.

Form of common stock certificate

Form of series A preferred stock certificate

of Warrant issued to Raptor/ Harbor Reed’s SPV LLC on December 11, 2020

Form of Warrant (Union Square Park Partners, LP)

Form of Warrant 2022 PIPE

Form of Secured Convertible Promissory Note issued May 9, 2022

Description of registrant’s common stock

Rights Agreement by and between Reed’s, Inc.

and Raptor/ Harbor Reeds SPV LLC, dated December 11, 2020

Registration Rights Agreement by and between Reed’s, Inc., and purchasers signatory thereto dated May 26, 2016

2017 Incentive Compensation Plan

2020 Equity Incentive Plan

Sublease Agreement by and between Reed’s, Inc., Merritt 7 Venture L.L.C., and GE Capital US Holdings, Inc., dated September 1, 2018

Asset Purchase Agreement by and between Reed’s, Inc.

and California Custom Beverage LLC dated December 31, 2018

Assignment and Assumption of Lease and Consent of Lessor by and between Reed’s, Inc.

and California Custom Beverage LLC dated December 31, 2018

Form of Indemnification Agreement by and between Reed’s, Inc.

and officers and directors

Executive Employment Agreement by and between Reed’s, Inc.

and Thomas J.

Spisak dated December 2, 2019

Form of Non-Employee Director Nonstatutory Stock Option Agreement

Form of Executive Incentive Stock Option Agreement

Amended and Restated Employment Agreement by and between Reed’s, Inc.

and Norman E.

dated June 24, 2020

Form of Securities Purchase Agreement by and among Reed’s, Inc, and certain investors dated March 10, 2022

Form of Registration Rights Agreement by and among Reed’s, Inc, and certain investors dated March 10, 2022

which is incorporated by reference to Exhibit 3.8 to Form 10-K/A filed with the SEC on April 8, 2020.

Description of Securities.

Form of Warrant issued to Raptor/ Harbor Reed’s SPV LLC on December 11, 2020 which is incorporated by reference to Exhibit 4.1 to Form 10-K filed with the SEC on March 30, 2021.

Form of Warrant issued to Union Square Park Partners, LP which is incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on March 21, 2022.

Form of Warrant 2022 PIPE which is incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on March 14, 2022.

Form of Secured Convertible Promissory Note issued May 9, 2022 which is incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on May 10, 2022.

Form of Warrant issued May 25, 2023 which is incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on May 31, 2023.

Form of Option Note in favor of Wilmington Savings Fund Society, FSB which is incorporated by reference to Exhibit 4.2 to Form 8-K filed with the SEC on May 31, 2023.

Simple Agreement for Future Equity by and between Reed’s, Inc.

and D&D Source of Life Holding Ltd.

dated February 8, 2024.

Simple Agreement for Future Equity by and between Reed’s, Inc.

Bello dated March 7, 2024.

Simple Agreement for Future Equity by and between Reed’s, Inc.

and Union Square Park Partners LP dated February 8, 2024.

Form of Reed’s, Inc.

Indemnification Agreement.

2020 Equity Incentive Plan, as amended December 30, 2021.

2024 Inducement Plan.

Registration Rights Agreement by and between Reed’s, Inc.

and Raptor/ Harbor Reeds SPV LLC, dated December 11, 2020 which is incorporated by reference to Exhibit 10.2 to Form 10-K filed with the SEC on March 30, 2021.

Sublease Agreement by and between Reed’s, Inc., Merritt 7 Venture L.L.C., and GE Capital US Holdings, Inc., dated September 1, 2018 which is incorporated by reference to Exhibit 10.7 to Form 10-Q filed with the SEC on November 14, 2018.

Form of Securities Purchase Agreement by and among Reed’s, Inc, and certain investors dated March 10, 2022 which is incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on March 14, 2022.

Form of Registration Rights Agreement by and among Reed’s, Inc, and certain investors dated March 10, 2022 which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on March 14, 2022.

Ledgered ABL Agreement by and between Reed’s, Inc.

and Alterna Capital Solutions, LLC dated March 28, 2022

Note Purchase Agreement by and between Reed’s, Inc., Wilmington Savings Fund Society, FSB and purchasers dated May 9, 2022

and Alterna Capital Solutions, LLC dated March 28, 2022 which is incorporated by reference to Exhibit 10.31 to Form 10-K filed with the SEC on March 15, 2022.

Note Purchase Agreement by and between Reed’s, Inc., Wilmington Savings Fund Society, FSB and purchasers dated May 9, 2022 which is incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on May 10, 2022.

Registration Rights Agreement by and between Reed’s, Inc.

and purchasers dated May 9, 2022

and purchasers dated May 9, 2022 which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on May 10, 2022.

Collateral Sharing Agreement by and among Alterna Capital Solutions LLC, Reed’s, Inc.

and Wilmington Savings Fund Society, FSB dated May 9,2022

Partial Option Exercise and Second Amendment to 10% Convertible Notes with Wilmington Savings Fund Society, FSB dated February 10, 2023

Limited Waiver and Deferral Agreement with Wilmington Savings Fund Society, FSB dated February 10, 2023

Limited Waiver and Amendment to 10% Secured Convertible Notes by and between Reed’s, Inc., Wilmington Savings Fund Society, FSB, and holders effective August 11, 2022

Limited Waiver and Amendment to 10% Secured Convertible Notes by and between Reed’s, Inc., Wilmington Savings Fund Society, FSB, and holders dated April 11, 2023

and Wilmington Savings Fund Society, FSB dated May 9,2022 which is incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on May 10, 2022.

Limited Waiver and Amendment to 10% Secured Convertible Notes by and between Reed’s, Inc., Wilmington Savings Fund Society, FSB, and holders effective August 11, 2022 which is incorporated by reference to Exhibit 10.3 to Form 10-Q filed with the SEC on November 14, 2022.

Partial Option Exercise and Second Amendment to 10% Convertible Notes with Wilmington Savings Fund Society, FSB dated February 10, 2023 which is incorporated by reference to Exhibit 10.19 to Form 10-K filed with the SEC on May 15, 2023.

Limited Waiver and Deferral Agreement with Wilmington Savings Fund Society, FSB dated February 12, 2023 which is incorporated by reference to Exhibit 10.20 to Form 10-K filed with the SEC on May 15, 2023.

Partial Option Exercise and Third Amendment Agreement to 10% Secured Convertible Notes by and between Reed’s, Inc.

and Wilmington Savings Fund Society, FSB dated May 30, 2023 which is incorporated by reference to Exhibit 10.19 to Form 10-K filed with the SEC on May 15, 2023.

Limited Waiver and Amendment to 10% Secured Convertible Notes by and between Reed’s, Inc., Wilmington Savings Fund Society, FSB, and holders dated April 11, 2023 which is incorporated by reference to Exhibit 10.22 to Form 10-K filed with the SEC on May 15, 2023.

Securities Purchase Agreement dated May 25, 2023 by and between Reed’s, Inc.

and D&D Source of Life Holding Ltd.

and certain other investors which is incorporated by reference to Exhibit 10.1.to Form 8-K filed with the SEC on May 31 2023.

Shareholders Agreement dated May 25, 2023 by and between Reed’s, Inc.

and D&D Source of Life Holding Ltd which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on May 31, 2023.

Registration Rights Agreement dated May 25, 2023 by and between Reed’s, Inc., and D&D Source of Life Holdings Ltd and certain other investors which is incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on May 31, 2023.

Amended Registration Rights Agreement by Reed’s, Inc.

and the holders of 10% secured convertible notes dated May 30, 2023 which is incorporated by reference to Exhibit 10.4 to Form 8-K filed with the SEC on May 31, 2023.

Partial Option Exercise and Third Amendment Agreement to 10% Secured Convertible Notes by and between Reed’s, Inc.

and Wilmington Savings Fund Society, FSB dated May 30, 2023 which is incorporated by reference to Exhibit 10.5 to Form 8-K filed with the SEC on May 31, 2023.

Limited Waiver and Deferral Agreement by and between Reed’s, Inc.

and Wilmington Savings Fund Society, FSB dated May 30, 2023 which is incorporated by reference to Exhibit 10.6 to Form 8-K filed with the SEC on May 31, 2023.

Fifth Amendment to the 10% Secured Convertible Notes by and between Reed’s, Inc.

and Wilmington Savings Fund Society, FSB dated May 30, 2023 dated October 5, 2023.

Limited Waiver, Deferral, and Amendment and Restatement Agreement by and between Reed’s, Inc.

and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent dated February 12, 2024 which is incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC February 13, 2024.

Code of Ethics

1 unchanged sentence

Consent of Weinberg & Co., PA.

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith.

Certification of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

Indicates a management contract or compensatory plan or arrangement.

Power of Attorney.

(included on signature page)

Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy for Covered Executives.

following materials from Reed’s, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 formatted

in iXBRL (Inline eXtensible Business Reporting Language):

(i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements

of Changes in Stockholders Equity, (iv) the Statements of Cash Flows, and (v) Notes to Financial Statements.

cover page from the Reed’s, Inc.

Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in Inline

XBRL and contained in Exhibit 101.

portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulations S-K.

The Company will furnish supplementally

an unredacted copy of such exhibit to the Securities and Exchange Commission or its staff upon request.

Management contracts and compensatory plans or arrangements required to be filed as exhibits pursuant to Item 15(a)(3) of this report.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures