What changed in this filing

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Item 9A. Controls and Procedures

2026-03-25 compared with 2025-03-28 · 687 added, 535 removed, 134 unchanged (90% of the section changed)

2 unchanged sentences

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€ and 15d-15€ under the Securities

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

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

17 unchanged sentences

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting during the three months ended December 31, 2024, that have materially affected,

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

were no changes in our internal control over financial reporting during the three months ended December 31, 2025, that have materially

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

Other Information

Trading Arrangements

the 16 weeks ended December 31, 2024, none of our directors or executive officers adopted ,

or t erminated

a “Rule 10b5-1 trading arrangement”

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

the three months ended December 31, 2025, 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

Not applicable.

Directors, Executive Officers , and Corporate Governance

3 unchanged sentences

date of this Annual Report.

Executive Officer, Director

Interim Chief Executive Officer, Chief

Operating Officer and Director

Financial Officer, Secretary

Accounting Officer

Commercial Officer

Executive Officer & Director of Reed’s (Asia) Limited (BVI)

of the Board, Chairperson of Asian Operations, Chair of the Compensation Committee

Chair of Governance Committee, Member of Audit and Compensation Committees

Chair of the Audit Committee, Member of Governance and Compensation Committees

Member of Audit, Compensation and Governance Committees

Jaffe submitted his resignation from the

Board, which will be effective March 31, 2025.

Bakker(1)(2)(3)

(1) Member of the Audit Committee.

as Chair of the Audit Committee.

(2) Member of the Compensation Committee.

Bakker serves as Chair of the Compensation Committee.

(3) Member of the Nominating and Corporate Governance

Tu serves as Chair of the Nominating and Corporate Governance Committee.

Experience of Directors and Executive Officers

was appointed as Chief Executive Officer and director of Reed’s effective March 1, 2020.

Prior to his promotion,

Snyder served as Chief Operating Officer of Reed’s from September 2019 through February 29, 2020.

Prior to joining Reed’s,

Snyder served as President and Chief Executive Office for Avitae USA, LLC, an emerging premium new age beverage company that markets

and sells a line of ready-to-drink caffeinated waters.

Prior to Avitae, he served as the President and Chief Operating Officer for Adina

For Life, Inc., President and Chief Executive Officer of High Falls Brewing Company, and Chief Financial Officer, and later Chief Operating

Officer of South Beach Beverage Company, known as SoBe.

In prior experience, Mr.

Snyder served as Controller for National Football League

Properties, Inc., and in various roles at PriceWaterhouseCoopers during an eight-year tenure.

Snyder earned a B.S.

in Accounting

from the State University of New York at Albany.

McCurdy was appointed

as Chief Financial Officer effective February 10, 2025.

Prior to joining Reed’s, from December 2023 to January 2025, Mr.

Cohane has served as our interim

Chief Executive Officer and Director since March 2026 and our Chief Operating Officer since January 2026.

From August 2007 to December

Cohane served as our Chief Sales Officer.

Prior to re-joining us, Mr.

Cohane served as Chief Sales Officer at Eastroc Beverage,

from March 2025 to December 2025.

Prior to that, he founded Rootstock Brands, Inc., where he advised beverage companies on go-to-market

strategy and execution, from January 2023 to February 2025.

Cohane holds a Bachelor of Science in Business Administration from Merrimack

We believe that Mr.

Cohane is qualified to serve on our Board because

of his extensive knowledge of our business and significant experience in the beverage industry.

McCurdy has served

as our Chief Financial Officer since February 2025.

Prior to joining us, from December 2023 to January 2025, Mr.

served as Director for Roberts & Ryan, Inc., a veteran-owned investment bank.

Previously, he served as Chief Financial Officer and

Chief Operating Officer for three early-stage growth companies:

REZI from November 2019 to May 2023;

Torrential from January 2013 to

February 2019;

and BBE from March 2006 to December 2012.

He also has significant corporate finance and strategic advisory experience

serving as Principal for Banc of America Securities’ investment banking division.

McCurdy started his career as a Lieutenant

in the US Navy.

He holds a Master of Business Administration in Accounting and Finance from the University of Chicago Booth School of

Business and a Bachelor of Science in Mechanical Engineering from Worcester Polytechnic Institute.

Joann Tinnelly

was appointed Chief Accounting Officer effective February 10, 2025.

She previously served as Chief Financial Officer from October

19, 2023 through February 10, 2025, and 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 company.

Prior to 2014, Ms.

Tinnelly served as Vice President

Financial Planning & Analysis and as Assistant Corporate Controller at USI Insurance Services, Assistant Vice President of Royal

Bank of Scotland (RBS) Group, multiple financial roles at Momentive Performance Materials and General Electric and financial auditing

at PriceWaterhouseCoopers.

Tinnelly holds a Master of Business Administration in Finance and a Bachelor of Business Administration

in Public Accounting both from Pace University.

Burleson was appointed Chief Commercial Officer effective February 1, 2023.

In this role, Mr.

Burleson leads the sales organization

as well as partners with the operations department to streamline supply chain and cost reduction initiatives.

He also focuses on strategic

partnerships and growth opportunities.

From April 25, 2022, to January 31, 2023, Mr.

Burleson served as Chief Commercial Officer of Kin

Social Tonics.

From March 19, 2018, through April 22, 2022, Mr.

Burleson was a Vice President and General Manager of Fever Tree, USA.

Burleson also served as a director of Fever Tree USA.

Yumin Dai was appointed Chief Executive Officer of the Company’s newly formed

wholly owned subsidiary Reed’s (Asia) Limited (BVI) on February 4, 2025.

Prior, from 2020 to 2024, Mr.

Dai served as consultant

for the overseas business of Baolingbao Biology Co., Ltd, a Chinese A-share listed company.

Previously, he served in numerous executive

roles, including as Chairman of Greater China for OBAGI Group, a cosmeceuticals company, from 2017 to 2020.

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

Compensation Committees.

Since August 2014, Mr.

Jaffe is an Executive-in-Residence and Clinical Faculty at the Fred Kiesner Center for

Entrepreneurship, Loyola Marymount University.

He is also a technology futurist, Executive Coach and Public Speaker.

Since January 2010,

Jaffe has served on the board of FitLife Brands Inc.

(FTLF:OTCBB) and serves on its audit, compensation and governance committees.

Since 2006 he has served on the board of directors of York Telecom, a private company, and serves on its compensation and governance

From 2006 to 2008 Mr.

Jaffe was Interim Chief Executive Officer and President of Oxford Media, Inc.

Jaffe has also served

in executive management positions with Verso Technologies, Inc., Wireone Technologies, Inc., Picturetel Corporation, and he was also

previously a Managing Director of Arthur Andersen.

Jaffe was the co-founder of MovieMe Network.

Jaffe also served on the board

of directors of Benihana, Inc.

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.

Sam Van was appointed to the board

effective October 21, 2024.

Van is the founder and Chief Executive Officer of SRO Partners.

Prior, from June 2023 through May 2024,

he served as Senior Vice President, Head of Advisory Services at Freedom U.S.

From March 2017 through May 2023, he was the President

and a Director of Deltec Investment Advisor Limited.

Van brings extensive expertise in capital markets, business development, and

regulatory compliance, having held leadership roles at the New York Stock Exchange, FINRA, and Global Markets Advisory Group, among others.

Van served as a director and member of audit and nominating committees of Phoenix Motor Inc.

PEV) from 2022 through 2024.

Van currently serves on the board of directors of Relm Insurance Ltd Relm Insurance, a private company based in the Bermuda.

serves as a Senior Board Advisor at RKtech, a prominent international software company in Vietnam.

Van holds an MBA from Cornell

University and a Bachelor of Science in Finance from St.

John’s University.

Van is an independent

director designee of D&D.

Deng has served as a director since July 7, 2023.

She was appointed Chairperson of the Board on November 1, 2024.

served as Vice Chairperson of the Board from February 8, 2024 through November 1, 2024.

She was also appointed Chairperson of Asian

Operations on February 8, 2024.

Prior to that, he served as Chief Operating Officer and Chief Financial

Officer at YDC, Inc.

(d/b/a REZI) from November 2019 to May 2023.

McCurdy started his career as a Lieutenant in the US Navy.

He holds a Master of Business Administration in Accounting and Finance

from the University of Chicago Booth School of Business and a Bachelor of Science in Mechanical Engineering from Worcester

Polytechnic Institute.

Dai has served as the Chief Executive Officer and Director of Reed’s (Asia) Limited (BVI) since February 2025.

to joining us, Mr.

Dai served as consultant for the overseas business of Baolingbao Biology Co., Ltd (China)

(“Baolingbao”), from February 2020 to December 2024.

Deng has served as a member of our board of directors since July 2023 pursuant to the director designation right granted to D&D

under the D&D Shareholders Agreement (as defined below).

Deng has served as Chairperson of the Board since November 2024 and

as Vice Chairperson of the Board from February 2024 through November 2024.

In addition, she has served as the General Manager for BLB

International Company Limited.

Deng was the sole shareholder of D&D Source of Life Holding Ltd.

the Company’s largest shareholder, from February 2023 through December 31, 2024.

Deng is D&D’s non-independent

From April 2017 through March 2021, Ms.

Deng 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 as a member of its compensation committee.

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.

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

Edwards is D&D’s independent designee.

None of our executive

officers or directors are parties to any material proceedings adverse to Reed’s, have any material interest adverse to Reed’s

or have, during the past ten years been subject to legal or regulatory proceedings required to be disclosed hereunder.

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

Prior to joining us, Ms.

Deng served as the Chairman and General Manager of Baolingbao, from April 2017 to March 2021.

She continues

to serve as a member of Baolingbao’s board of directors and as a member of its compensation committee.

Prior to that, Ms.

served as a judge in China for seven years.

We believe that Ms.

Deng is qualified to serve on our Board because of

her extensive business and legal experience.

Van has served as a member of the Board since October 2024 pursuant to the director designation right granted to D&D under the D&D Shareholders Agreement (as defined

He currently serves as Chair of the Audit Committee and is a

member of the Nominating and Governance and Compensation Committees.

Van has served as the Chief Executive Officer of J-Star

Holding Co., Ltd from October 2025 to present and is the founder and Chief Executive Officer of SRO Partners since May 2024.

Previously, from

June 2023 through May 2024, he served as Senior Vice President, Head of Advisory Services at Freedom U.S.

From March 2017

through May 2023, he was the President and a Director of Deltec Investment Advisor Limited.

From June 2022 through May 2024, Mr.

Van served as a director and member of audit and nominating committees

of Phoenix Motor Inc.

Van has served on the board of directors of Picard Medical, Inc.

PMI) since August 2025.

Van has also served on the board of directors of Relm Insurance

Ltd., a private company based in Bermuda, since January 2019.

He also serves as a Senior Board Advisor at RKtech, an international software company in

Van holds a Master of Business Administration from Cornell University and a Bachelor of Science in Finance from St.

John’s University.

Van is an independent director designee of D&D.

We believe that Mr.

Van is qualified to serve on our Board because of his extensive financial and operational expertise.

Bakker has served as a member of the Board since April 2025 and was engaged as an outsourced fractional Chief Marketing Officer in March 2026.

He currently serves as Chair of the Compensation

Committee and is a member of the Nominating and Governance Committee.

Bakker is the founder of Purple Fox Studios, a

beverage-focused consulting and incubation platform he formed in January 2021.

Additionally, he co-founded Succulent Spirits

& Co., an importer and distributor of premium agave spirits in Europe, for which he has served as the Chief Growth Officer since March 2023.

Prior to his current activities, Mr.

Bakker served as Global VP Smirnoff at Diageo Plc from April 2015 to October

2020, General Manager Mexico at Red Bull GmbH from January 2013 to December 2014, and held senior commercial, marketing and

innovation leadership roles at Heineken N.V.

from April 1997 to December 2012, where he led brand development, portfolio strategy,

and market expansion initiatives across multiple geographies.

Bakker holds a Master of Business Administration from Erasmus

University and has completed executive education programs at Harvard Business School, London Business School, and Kellogg Executive

We believe that Mr.

Bakker is qualified to serve on our Board because of

his extensive experience in the global business industry and focus on brand growth, innovation, and market expansion across both emerging

and developed markets.

Tu has served as a member of the Board since September 2025 pursuant to the director designation right granted to D&D under the D&D Shareholders Agreement (as defined

He currently serves as Chair of the Nominating and

Governance Committee and is a member of the Audit and Compensation Committees.

Prior to joining us, Mr.

Tu was a partner at Cooley

LLP, from May 2021 to June 2024.

Prior to that, he was a partner at Orrick, Herrington and Sutcliffe LLP, from July 2004 to May

Tu has taught board governance and risk management at Stanford University’s Senior Executive Leadership Program and

the University of California, Los Angeles’s Director Training Program, and has been recognized by Chambers USA,

Martindale-Hubbell, Legal 500, and Best Lawyers in America for securities litigation.

He holds a Juris Doctor from the University of

California, Los Angeles School of Law and a Bachelor of Arts from the University of California, Berkeley.

We believe that Mr.

Tu is qualified to serve on our Board because of his deep corporate governance and securities

law expertise.

of our executive officers or directors are parties to any material proceedings adverse to Reed’s, have any material interest adverse

to Reed’s or have, during the past ten years been subject to legal or regulatory proceedings required to be disclosed hereunder.

Relationships

1 unchanged sentence

Otherwise, there are no family relationships between any of our executive officers and directors.

Committee of the Board

Audit Committee was formed in January 2007.

The board has determined that each member of our Audit Committee is an “independent

director” as defined by Rule 5605(a)(2) of The NASDAQ Stock Market Rules and that members of the Audit Committee are independent

under the additional requirements of Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”).

board has determined Sam Van meets SEC requirements of an “audit committee financial expert” within the meaning of the Sarbanes

Oxley Act of 2002, Section 407(b).

In addition, the board determined that (i) none of the Audit Committee members have participated in

the preparation of the financial statements of the Company at any time during the past three years and (2) Audit Committee members are

able to read and understand fundamental financial statements.

Additionally, we intend to continue to have at least one member of the

Audit Committee whose experience or background results in the individual’s financial sophistication.

The Audit Committee charter

is posted on our website at www.reedsinc.com.

Chief Executive Officer and all senior financial officers, including the Chief Financial Officer, are bound by a Code of Ethics that

complies with Item 406 of Regulation S-B of the Exchange Act.

Our Code of Ethics is posted on our 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.

with Section 16(a) of the Exchange Act

Committee of the Board of Directors

We have established an Audit Committee of the board of directors.

Audit Committee, among other things, evaluates the performance of and assesses the qualifications of the independent registered public

accounting firm;

determines and approves the engagement of the independent registered public accounting firm;

determines whether to retain

or terminate the existing independent registered public accounting firm or to appoint and engage a new independent registered public accounting

reviews and approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit

monitors the rotation of partners of the independent registered public accounting firm on the Company’s audit engagement

team as required by law;

reviews and approves or rejects transactions between the Company and any related persons;

confers with management

regarding the effectiveness of internal controls over financial reporting;

establishes procedures, as required under applicable law, for

the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing

matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters;

and meets to review the Company’s annual audited consolidated financial statements and quarterly unaudited consolidated financial

statements with management and the independent registered public accounting firm.

The Audit Committee is currently composed of

two directors:

Sam Van (Chair) and Michael C.

Our board of directors has adopted a written Audit Committee

charter that is available on our website at https://investor.reedsinc.com /.

The board has determined that each member of

our Audit Committee is an “independent director” as defined by the applicable NYSE American listing rules and Rule

10A-3(b)(1) under the Exchange Act.

The board has determined Sam Van qualifies as an “audit committee financial expert,”

as defined in applicable SEC rules.

In addition, the board

determined that (i) none of the Audit Committee members have participated in the preparation of the financial statements of the

Company at any time during the past three years and (2) Audit Committee members are able to read and understand fundamental

financial statements.

have adopted a Code of Ethics, which applies to all officers, directors and employees.

Our Code of Ethics is posted on our website at http://investor.reedsinc.com .

Any amendments to the Code of Ethics, or any waivers of its requirements, are expected to be disclosed on our website to the extent required

by applicable rules and exchange requirements, including in order to satisfy Item 5.05 of Form 8-K.

Delinquent Section 16(a) Reports

16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our directors and executive officers

1 unchanged sentence

in ownership of our equity securities.

To 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, 2024, the following individuals each filed one late Form 4 representing one transaction (unless otherwise noted):

Bello (2 Forms), Shufen Deng, Joann Tinnelly, Norman E.

Snyder, Jr., and Christopher Burleson.

Jerry Lewin and Sam Van each filed

one late Form 3.

None of our officers or directors filed Form 5.

our knowledge, based solely upon a review of such reports filed electronically with the SEC, during our fiscal year ended December

31, 2025, the following individuals each failed to timely file a Form 3:

Tu, Tina Reejsinghani, Cyril Wallace, Rudolf

Bakker, and Sam Van.

Era Regenerative Medicine Ltd., an entity affiliated with D&D, failed

to timely file a Form 4 with respect to one transaction during the reporting period.

Director Nomination Procedures

2 unchanged sentences

has adopted an insider trading policy and procedures governing the purchase, sale and/or other dispositions of its securities by directors,

officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable

listing standards.

on Timing of Equity Award Grants

Compensation Committee and the Board have not established written policies regarding the timing of option grants or other awards in relation

to the release of material nonpublic information (“MNPI”) They do however as a matter of practice take MNPI into account

when determining the timing and terms of stock option or other equity awards to executive officers.

The Company does not time

the disclosure of MNPI, whether positive or negative, for the purpose of affecting the value of executive compensation.

During 2024, the timing of grant of stock options did not trigger disclosures hereunder.

officers and employees.

A copy of the insider trading policy is included as an exhibit to this Annual Report on Form 10-K.

it is the Company’s practice to comply with the applicable laws and regulations relating to insider trading.

Executive Compensation

following table summarizes all compensation for fiscal years 2024 and 2023 earned by our “Named Executive Officers” during fiscal 2024:

and Principal Position

Other Compensation (2)

Chief Executive Officer

Joann Tinnelly(3)

Financial Officer

Christopher Burleson

Chief Commercial Officer

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

The award is calculated on the date of grant

in accordance with Financial Accounting Standards.

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

Joann Tinnelly resigned from her position as Chief Financial Officer and assumed the role of Chief Accounting Officer on February 10,

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

The term of the agreement continued through

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.

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.

The Company and Mr.

Snyder are in the process of renegotiating the terms of his employment.

current base salary is $378,525 per year.

Tinnelly receives a salary of $300,000 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).

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

None of the Named Executive Officers for the 2024

fiscal year, as defined in this Item 11, 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

following table summarizes all compensation for fiscal years 2025 and 2024 (as applicable) earned by (i) each individual who served as

our principal executive officer during fiscal 2025 and (ii) the next two most highly compensated executive officers serving at the end

of fiscal 2025, or our “Named Executive Officers.” In April 2025, Mr.

Snyder announced his retirement as our Chief Executive

Officer, and thereafter, Mr.

Wallace commenced employment as our Chief Executive Officer and was appointed as a member of our board of

Effective March 24, 2026, Mr.

Cohane, our Chief Operating Officer, was appointed as our interim Chief Executive Officer

and a member of our board of directors, following Mr.

Wallace’s resignation from the positions of Chief Executive Officer and director

on the same date.

Wallace will remain an employee of the Company through March 31, 2026.

Name and Principal Position

All Other Compensation (2)

Wallace, Jr.(3)

Former Chief Executive Officer

Snyder, Jr.(4)

Former Chief Executive Officer

Chief Financial Officer

Chief Executive Officer, Reed’s (Asia) Limited (BVI)

The amounts reported in this column for 2025 represent a one-time signing bonus for

Wallace and a guaranteed bonus for Mr.

Snyder, each as described further below under “—Employment Arrangements with Our

Named Executive Officers” and “—Potential Payments Upon Termination or Change in Control.”

The amounts reported in this column for 2025 represent (i) $23,861 paid to Mr.

Wallace for relocation expense reimbursement, (ii)

$412,512 paid to Mr.

Snyder in connection with his departure as our Chief Executive Officer, as described further below under

“—Potential Payments upon Termination or Change in Control,” which consists of (a) $378,525, representing twelve

(12) months of his then-current base salary, plus (b) $33,987 representing twelve (12) months of the costs of health and welfare

benefits, and (iii) $10,681 paid to Mr.

Dai for automobile expenses, $ 29,082 for the rental

of an apartment for Mr.

Dai, $48,523 in hotel costs for Mr.

Dai, and $25,508 paid on behalf of Mr.

Dai to the real estate agency

that assisted with locating Mr.

Dai’s apartment .

Wallace served as our Chief Executive Officer from April 16, 2025 to March 24, 2026.

Snyder retired as our Chief Executive Officer effective April 16, 2025 and continued serving as an employee through May 31,

The amount reported in the “Salary” column for 2025 includes $22,444 accrued but unused paid time off.

McCurdy commenced employment as our Chief Financial Officer on February 10, 2025.

Dai’s compensation was paid in Japanese Yen (JPY), which was converted into U.S.

dollars at an exchange ratio of $0.00637706

Disclosure to Summary Compensation Table

Named Executive Officers receive base salaries to compensate them for services rendered to us.

The base salary payable to each Named

Executive Officer is intended to provide a fixed component of compensation, taking into account such Named Executive Officer’s

qualifications, experience, scope of responsibilities, and competitive market considerations.

The 2025 annual base salary rates for each

of our Named Executive Officers are set forth in the table below:

2025 Base Salary Rate

and Other Benefits

provide health, dental, vision, life, and disability insurance benefits to our Named Executive Officers, on the same terms and conditions

as provided to all other eligible U.S.

We also maintain a 401(k) plan that provides eligible employees, including our U.S-based

Named Executive Officers, with an opportunity to save for retirement on a tax advantaged basis.

The 401(k) plan is intended to qualify

under Sections 401(a) and 501(a) of the Internal Revenue Code.

As a tax-qualified retirement plan, contributions to the 401(k) plan are

deductible by us when made and pre-tax contributions and earnings on pre-tax and after-tax contributions are not generally taxable to

the employees until withdrawn or distributed from the 401(k) plan.

Arrangements with Our Named Executive Officers

In connection with

commencement of his employment as our Chief Executive Officer, we entered into an Employment Agreement with Mr.

Wallace, dated as of

April 16, 2025 (the “Wallace Agreement”).

The Wallace Agreement provides for a base salary of $700,000.

receive health insurance, four weeks’ paid vacation on an annual basis and other benefits available to our executive officers.

Wallace received a signing bonus of $35,000 and long-distance commuting and relocation expense reimbursement up to $50,000, which

in each case must be reimbursed in full if his employment is terminated (for no reason or any reason) prior to the one-year anniversary

of April 16, 2025.

The Wallace Agreement is “at-will” and may be terminated by Mr.

Wallace or Reed’s at any time upon

five days’ notice, for no reason or for any reason.

Subject to the establishment of a new equity incentive plan and Mr.

continued employment, Mr.

Wallace will be granted a restricted stock award of 46,667 shares of common stock, vesting monthly over a one-year

term measured from April 16, 2025, and three performance-based stock option awards to purchase up to an aggregate of 231,361 shares of

common stock.

Vesting of performance-based stock options will be subject to achievement of annual performance metrics established by

the board of directors and agreed between the parties.

In addition, the Wallace Agreement provides that, in the event Mr.

Wallace receives

any payments or benefits that constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue

Code and that are subject to the excise tax imposed under Section 4999 of the Internal Revenue Code, the Company will pay Mr.

an amount equal to the sum of the excise tax payable, plus the amount necessary to put Mr.

Wallace in the same after tax position as

if no excise tax had been imposed.

In connection with his promotion

to Chief Executive Officer of the Company in 2020, we entered into an Amended and Restated Employment Agreement with Mr.

Snyder, effective

March 1, 2020 (the “Snyder Agreement”).

The Snyder Agreement provided for an initial base salary of $300,000 (increased to

$350,000 in September 2020), eligibility for standard benefits available to executive officers, and the grant of certain restricted stock

and stock option awards.

The Snyder Agreement also provided for payment of severance benefits in connection with certain qualifying terminations

of employment.

In connection with his retirement from employment on May 31, 2025, Mr.

Snyder received the benefits described below under

“—Potential Payments Upon Termination or Change in Control—Snyder Transition Agreement.”

Douglas McCurdy

On January 31, 2025, we entered

into an Employment Agreement with Mr.

McCurdy (the “McCurdy Agreement”).

The McCurdy Agreement provides for an initial one-year

term beginning on February 10, 2025 and ending on February 10, 2026 (the “Original Term”), which may be extended for additional

successive one-year periods by mutual agreement of the parties.

If the McCurdy Agreement is neither terminated nor extended, Mr.

employment continues on an at-will basis for one-month periods following the Original Term.

Pursuant to the terms of the McCurdy Agreement,

McCurdy receives an annual base salary of $323,000 and is eligible for a discretionary annual performance bonus with a target of 30%

of his annual salary.

McCurdy is also eligible to receive standard benefits available to executive officers and to receive long-term

equity incentive awards from time to time.

The McCurdy Agreement also provided for payment of severance benefits in connection with certain

qualifying terminations of employment occurring during the Original Term, as described below under “—Potential Payments Upon

Termination or Change in Control—McCurdy Agreement.”

Dai receives a salary of $300,000 and certain

reimbursement of automobile and housing expenses.

Potential Payments upon Termination or Change in

Dai is not entitled to receive

any payments in connection with a termination of his employment or a change in control of the Company.

We expect to enter into a separation

agreement and release with Mr.

Wallace in connection with his resignation.

The benefits actually provided to Mr.

Snyder in connection

with his termination and the benefits that Mr.

McCurdy would be entitled to receive in connection with certain terminations of his employment

are described below.

Snyder Transition Agreement

Effective April 16, 2025,

we entered into a transition and separation agreement with Mr.

Snyder, pursuant to which he ceased serving as our Chief Executive

Officer (the “Snyder Transition Agreement”).

In order to ensure a smooth transition, Mr.

Snyder remained an employee of

the Company through May 31, 2025.

Pursuant to the Snyder Transition Agreement, Mr.

Snyder continued to receive his annual base

salary and his unvested equity continued to vest through May 31, 2025.

In addition, subject to his execution and delivery of a

release of claims, Mr.

Snyder was entitled to receive 12 months’ severance, payable in equal monthly installments through May

31, 2026, at his then-current salary rate, $378,525 per year, reimbursement of COBRA premiums and deductibles for such 12-month

period, and his vested options would remain exercisable for an extended period of two years following his date of separation.

Snyder Transition Agreement also provides for a guaranteed bonus payment of $30,000 and an additional bonus of up to $20,000 based

on the achievement of certain performance metrics.

As of the date hereof, no portion of the $20,000 additional bonus payment was earned or paid, and the entire $20,000

amount has been forfeited.

McCurdy Agreement

In the event of a termination

McCurdy’s employment without “cause” or a resignation by Mr.

McCurdy for “good reason” (each, as

defined in the McCurdy Agreement) during the Original Term, subject to his execution and delivery of a release of claims, Mr.

would have received (i) equal installment payments of $26,917 for the number of months remaining in the Original Term, and (ii) COBRA

reimbursements for up to the remaining period of the Original Term.

Equity Awards at Year-End

following table sets forth information regarding unexercised options and equity incentive plan awards for each Named Executive Officer

outstanding as of December 31, 2024:

following table sets forth certain information regarding equity awards held by each Named

Executive Officer outstanding as of December 31, 2025:

Name and Position

Options (#) Unexercisable

Incentive Plan Awards:

Equity Incentive Plan Awards:

Number of Securities

of Shares or Units of Stock That Have Not Vested (#)

Value of Shares or Units of Stock That Have Not Vested ($)

Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

(Chief Executive Officer)

Joann Tinnelly

Chief Financial Officer)

Christopher J.

Burleson (Chief

Commercial Officer)

Snyder, Jr.(1)

Snyder retired as our Chief Executive Officer

effective April 16, 2025 and continued serving as an employee through May 31, 2025.

Pursuant to the Snyder Transition Agreement, Mr.

unvested equity continued to vest through May 31, 2025.

See “—Potential Payments Upon Termination or Change in Control.”

We pay our independent directors an annual cash retainer in the amount

of $50,000, on a quarterly basis, prorated based on the dates of service for each non-employee director.

following table summarizes the compensation paid to our non-employee directors for the year ended December 31, 2025:

1 unchanged sentence

Incentive Plan Compensation

Other Compensation

Shufen Deng (1)

Randle Lee Edwards

Louis Imbrogno, Jr.

Jerry Lewin (6)

Shufen Deng elected to waive

non-employee director compensation due to her position at the time as the principal and director designee of D&D Source of Life

Holding, Ltd.

Van was appointed to the board effective October 21, 2024.

Bello resigned from

the board effective October 28, 2024.

Louis Imbrogno, Jr.

from the board effective October 28, 2024.

Kosler resigned

from the board effective October 29, 2024.

Jerry Lewin’s tenure

was brief, from July 12, 2024 through August 2, 2024

Lee Edwards (5)

Deng elected to waive non-employee director compensation due to her position at the time as the principal and director designee of

D&D Source of Life Holding, Ltd.

Bakker was appointed to the board effective April 11, 2025, and the amounts set forth herein represent the prorated amount of Mr.

Bakker’s cash fee.

Tu was appointed to the board effective September 15, 2025, and the amounts set forth herein represent the prorated amount of Mr.

Tu’s cash fee.

Jaffe resigned from the board effective March 31, 2025, and the amounts set forth herein represent the prorated amount of Mr.

Jaffe’s cash fee.

Lee Edwards resigned from the board effective September 10, 2025, and the amounts set forth herein represent the prorated amount of Mr.

Edwards’ cash fee.

Policy on Timing of Equity Award Grants

The Compensation Committee and the Board have

no t established written policies regarding the timing of option grants or other awards in relation to the release of material nonpublic

information (“MNPI”).

They do however as a matter of practice take MNPI into account when determining the timing and terms

of stock option or other equity awards to executive officers.

The Company does not time the disclosure of MNPI, whether positive or negative,

for the purpose of affecting the value of executive compensation.

During 2025, the timing of grant of stock options did not trigger disclosures

Clawback Policy

Our board of directors has adopted a written compensation recovery

policy in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and applicable exchange rules, a copy of which

is included as an exhibit to this Annual Report on Form 10-K.

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

following table sets forth certain information regarding our shares of common stock beneficially owned as of March 19, 2025 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.

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 19, 2025.

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, 2025 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 501 Merritt 7 Corporate Park, Norwalk, Connecticut 06851.

Beneficial Owner Directors and Named Executive Officers

The following table sets forth certain information regarding our shares

of common stock beneficially owned as of March 1, 2026 by (i) each Named Executive Officer and director, (ii) all executive officers and

directors as a group, and (iii) each stockholder known by the Company 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.

Options and warrants to purchase shares of our common stock that are

exercisable within 60 days of March 1, 2026 are deemed to be beneficially owned by the person holding these options and/or warrants, as

applicable, for the purpose of computing percentage ownership of that person, but they are not treated as outstanding for the purpose

of computing any other person’s ownership percentage.

Applicable percentages are based on 11,820,429 shares of common stock outstanding

as of March 1, 2026, adjusted as required by rules promulgated by the SEC.

Except as otherwise indicated below and subject to community

property laws where applicable, 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 501 Merritt 7 PH,

Norwalk, Connecticut 06851.

Name of Beneficial Owner

Number of Shares

Beneficially Owned

Percentage of

Shares Beneficially

Joann Tinnelly (3)

Chris Burleson (4)

Lewis Jaffe (5)

Randle Lee Edwards

Directors and Named Executive

Officers as a group (7 persons)

Named Executive Officers and Directors:

Wallace, Jr.(1)

Snyder, Jr.(2)

All current executive officers and directors as a group (8 persons)

5% or Greater Stockholders

D&D Source of Life Holding

LTD / Era Regenerative Medicine (6)

(1) Based on 45,371,247

shares outstanding as of March 19, 2025.

(2) Includes 64,052

shares underlying options and 2,856 shares underlying warrants.

(3) Includes 27,926

shares underlying options.

(4) Includes 5,208

shares underlying options.

(5) Includes 1,000

shares underlying options and 5,859 RSAs awarded as board compensation.

(6) Era Regenerative

Medicine Ltd.

is the sole shareholder of D&D Source of Life Holding Ltd and Qi Meng, sole principal of Era Regenerative Medicine

exercises sole voting and dispositive and dispositive control over the shares of the Company’s common stock held indirectly

Entities affiliated with D&D Source of Life Holding Ltd.(3)

Represents beneficial ownership of less than 1% of our outstanding common

Wallace resigned from the positions of our Chief Executive Officer and a member of the board of directors, effective March 24, 2026.

Wallace will remain an employee of the Company through March 31, 2026.

Snyder retired as our Chief Executive Officer effective April 16, 2025 and continued serving as an employee through May 31, 2025.

The amount reported consists of (i) options to purchase 11,198 shares of common stock that are exercisable within 60 days of March 1,

2026 and (ii) 476 shares of common stock underlying warrants that are exercisable within 60 days of March 1, 2026.

This information is based partially on the information reported on the Schedule 13D filed by D&D and Era Regenerative Medicine Ltd

(“ERM”) on June 10, 2025.

The amount reported consists of (i) 5,777,524 shares of common stock held by D&D, (ii) 38,685

shares of common stock underlying warrants held by D&D that are exercisable within 60 days of March 1, 2026, (iii) 367,647 shares

of common stock held by ERM.

1,250,000 shares of common stock underlying warrants are excluded from the amount reported above as beneficially

owned because they are subject to limitations on exercisability if such exercise would result in D&D beneficially owning more than

4.99% of our outstanding common stock.

ERM is a holding company and the sole shareholder of D&D.

Dai Siqi is the sole director of

ERM, and may be deemed to have shared voting, investment and dispositive power with respect to the securities held by D&D.

disclaims beneficial ownership in the securities held by D&D except for his pecuniary interest therein as sole director of ERM.

address of D&D is Genesis Building, 5th Floor, Genesis Close, George Town, PO Box 446, Grand Cayman, Cayman Islands, KY1-1106.

address of each of ERM and Dai Siqi is Unit 8, 3/F, Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town Tortola, D8, VG1110.

Authorized for Issuance under Equity Compensation Plans

As of December 31, 2024, our 2024 Inducement Plan and our Amended and Restated

2020 Plan were in effect.

Our Second Amended and Restated 2017 Incentive Compensation Plan was discontinued, although outstanding awards

granted per its terms remain in effect.

of December 31, 2025, our 2024 Inducement Plan and our Amended and Restated 2020 Plan were 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, 2025, with respect to equity securities authorized for issuance under our equity

compensation plans:

Number of Securities

to be Issued Upon Exercise of Outstanding Options,

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

Warrants and Rights

1 unchanged sentence

Warrants and Rights

Number of Securities

Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities

Equity compensation

plans approved board of directors

Equity compensation plans

not approved board of directors

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities

Plan Category

Equity compensation plans approved by stockholders

Equity compensation plans not approved by stockholders (3)

(1) Includes (i) outstanding options to purchase

11,183 shares of our common stock under the Amended and Restated 2020 Plan and (ii) outstanding options to purchase

3,528 shares of our common stock under the Second Amended and Restated 2017 Incentive Compensation Plan.

Amended and Restated 2017 Incentive Compensation Plan was terminated upon the adoption of the Amended and Restated 2020 Plan.

(2) Represents shares of our common stock available

for future issuance under the Amended and Restated 2020 Plan.

(3) Represents our 2024 Inducement Plan.

Certain Relationships and Related Transactions, and Director Independence

Relationships and Related Transactions

board of directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship between

Reed’s and one of our executive officers, directors, director nominees or 5% or greater stockholders (or their immediate family

members), each of whom we refer to as a “related person,” in which such related person has a direct or indirect material

Audit Committee comprised of our three independent directors reviews and approves in advance any proposed related person transactions.

purposes of these procedures, “related person” and “transaction” have the meanings contained in Item 404 of Regulation

The individuals and entities that are considered “related persons” include:

Directors and executive officers of Reed’s;

Any person known to be the beneficial owner of five percent or more of Reed’s common stock (a “5% Stockholder”);

Any immediate family member, as defined in Item 404(a) of Regulation S-K, of a director, executive officer or 5% Stockholder.

assessing a related party transaction brought before it for approval the independent directors consider, among other factors it deems

appropriate, whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party

under the same or similar circumstances and the extent of the related person’s interest in the transaction.

The independent directors

may then approve or disapprove the transaction in its discretion.

related party transaction will be disclosed in the applicable SEC filing as required by the rules of the SEC.

There are no transactions

required to be reported under Item 404(b) of Regulation S-K since the beginning of our last fiscal year where the policies and procedures

did not require review, approval or ratification or were not followed.

following includes a summary of transactions since the beginning of fiscal 2024 or any currently proposed transaction, in which we were

or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total

assets at year-end for the last two completed fiscal years and in which any related person had or will have a direct or indirect material

interest (other than compensation described under “Executive Compensation”).

We believe the terms obtained or consideration

that we paid or received, as applicable, in connection with the transactions described below were comparable to or better than terms

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

Source of Life Holding, Ltd., “D&D”/ Era Regenerative Medicie Ltd.

February 28, 2024, D&D invested $3,000,000 in the Company’s SAFE vehicles.

Policies and Procedures Regarding Transactions with Related Persons

Board adopted a written related person transactions policy that sets forth our policies and procedures regarding the identification,

review, consideration and oversight of “related person transactions.” For purposes of our policy only, a “related person

transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships)

in which we or any of our subsidiaries are participants involving an amount that exceeds $120,000, in which any “related person”

has a material interest.

involving compensation for services provided to us by an employee, consultant or director will not be considered related person transactions

under this policy.

A related person is any executive officer, director, nominee to become a director or a holder of more than 5% of any

class of our voting securities, including any of their immediate family members and affiliates and entities owned or controlled by any

related person.

the policy, the related person in question or, in the case of transactions with a holder of more than 5% of any class of our voting securities,

an officer with knowledge of the proposed related person transaction, must present information regarding the proposed related person

transaction to our Audit Committee (or, where review by our Audit Committee would be inappropriate, to another independent body of our

Board) for review.

To identify related person transactions in advance, we will rely on information supplied by our executive officers,

directors and certain significant stockholders.

In considering related person transactions, our Audit Committee will take into account

the relevant available facts and circumstances, which may include, but are not limited to:

risks, costs, and benefits to us;

impact on a director’s independence in the event the related person is a director,

immediate family member of a director or an entity with which a director is affiliated;

terms of the transaction;

availability of other sources for comparable services or products;

terms available to or from, as the case may be, unrelated third parties.

Audit Committee will approve only those transactions that it determines are fair to and in the best interests of the Company.

the transactions described above were entered into prior to the adoption of, or in compliance with, such policy.

Certain Relationships and Related Transactions

The following includes a summary of transactions since January 1, 2024,

in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average

of our total assets at year-end for the last two completed fiscal years and in which any related person had or will have a direct or indirect

material interest.

Source of Life Holding, Ltd.

February 28, 2024, D&D invested $3,000,000 in us through Simple Agreement for Future Equity (SAFE) vehicles.

Pursuant to its SAFE, (i) D&D’s director

designation rights were reaffirmed and expanded to include one additional independent director, (ii) Shufen Deng was named Vice-Chairperson

of the Board and (iii) Randle Lee Edwards was designated as an independent director designee.

designation rights were reaffirmed and expanded to rights to designate up to three directors of the Company, two of whom must

be independent, (ii) Shufen Deng was named Vice-Chairperson

of the board of directors of the Company, and (iii) Randle Lee Edwards was designated as an independent director designee.

D&D’s director designation rights

continue so long as D&D beneficially owns 25% or more of the company’s issued and outstanding common stock and the size of

the Board was limited to 9 members.

September 10, 2024, D&D subscribed for an aggregate of 3,268,795 shares of common stock in the company’s PIPE.

subscription in the PIPE was paid through automatic conversion of its SAFE in the principal amount of $3,000,000 with the balance of

continue so long as D&D beneficially owns 25% or more of the Company’s issued and outstanding common stock.

In addition, in connection with this investment, the Company agreed to

limit the size of

the Board to nine members.

September 10, 2024, D&D subscribed for an aggregate of 3,268,795 shares of common stock in a private placement transaction (“PIPE”).

subscription in such private placement was paid through automatic conversion of its SAFE in the principal amount of $3,000,000 with the balance of

$1,903,192 paid in cash.

October 10, 2024, certain funds affiliated with Whitebox Advisors, LLC (referred to herein as “Whitebox”) sold and assigned

their entire interest in eight secured promissory notes of the company to D&D for a total purchase price of $17,878,248.17.

contained customary affirmative and negative covenants and events of default.

The Notes were secured by substantially all of the company’s

assets, including all intellectual property.

Certain of the notes were not convertible and certain of the notes were convertible, subject

to certain limitations, including a beneficial ownership limitation of 9.9% of the number of shares of common stock outstanding.

November 14, 2024, the company entered into a new secured one-year term loan with a principal amount of $10 million with Whitebox.

The term loan is secured by substantially all of the Company’s assets, including all intellectual property.

The company used part

of the proceeds to pay off and close its then existing revolving line of credit.

October 10, 2024, certain funds affiliated with Whitebox Advisors, LLC (“Whitebox”) sold and assigned their entire

interest in eight secured promissory notes (the “Whitebox Notes”) of the Company to D&D for a total purchase price

of $17,878,248.

The Whitebox Notes contained customary affirmative and negative covenants and events of default.

Notes were secured by substantially all of the Company’s assets, including all intellectual property.

Certain of the Whitebox Notes

were not convertible and certain of the Whitebox Notes were convertible, subject to certain limitations, including a beneficial ownership

limitation of 9.9% of the number of shares of common stock outstanding.

November 14, 2024, we entered into a new secured one-year term loan with a principal amount of $10.0 million with Whitebox.

loan is secured by substantially all of the Company’s assets, including all intellectual property.

We used part of the

proceeds to pay off and close our then existing revolving line of credit.

In order to facilitate the term loan transaction, D&D

and the company amended the Notes.

D&D released all collateral under the Notes, deferred cash payments thereunder and extended the

maturity dates of all of the Notes to 181 days after the maturity of the revolving credit facility, which was November 14, 2025 (with

the maturity dates of the notes extended to May 14, 2026).

D&D and its agent further waived certain events of default under the Notes

through the maturity date.

Further, as part of the term loan transaction, D&D subordinated its notes to Whitebox.

The company further

pledged collateral and granted security interests in all of its intellectual property Whitebox.

November 19, 2024, the company and D&D entered into an exchange agreement, whereby D&D equitized the Notes, in full, for an aggregate

of 22,478,074 shares of common stock of the company.

January 24, 2025, the Company and D&D entered into an amendment to the Shareholders Agreement dated

May 25, 2023, , updating the agreement to incorporate the following previously agreed terms:

so long as D&D owns 25% or more of Reed’s

issued and outstanding common stock, (1) D&D shall have the right to designate three individuals for appointment to the board of

directors of Reed’s, two of which shall be “independent directors” as defined in the rules of the Nasdaq Stock Market,

(2) D&D shall have the right to designate one board observer and (3) the size of the Reed’s board of directors will not exceed

nine members without consent of both D&D’s independent designated directors.

January 24, 2025, the company and D&D entered into a Board Observer Agreement governing D&D’s right to designate the board

Such board observer right permits the observer’s attendance at board meetings and participation in discussions at such

The agreement further provides for indemnification and advancement of expenses from Reed’s to the same extent provided

by Reed’s to its directors and for reimbursement of reasonable out-of-pocket expenses incurred by the observer in connection with

attending meeting, subject to company policies in effect.

Any individual’s service as the observer is conditioned on such individual’s

execution of an agreement with Reed’s that preserves the confidentiality of Reed’s information and board discussions.

designated Mr.

and the Company amended the Whitebox Notes.

D&D released all collateral under the Whitebox Notes, deferred cash payments

thereunder and extended the maturity dates of all of the Whitebox Notes to 181 days after the maturity of the revolving credit

facility, which was November 14, 2025 (with the maturity dates of the Whitebox Notes extended to May 14, 2026).

agent further waived certain events of default under the Whitebox Notes through the maturity date.

Further, as part of the term loan

transaction, D&D subordinated its Whitebox Notes to Whitebox.

The Company further pledged collateral and granted security

interests in all of its intellectual property to Whitebox.

November 19, 2024, we and D&D entered into an exchange agreement, whereby D&D equitized the Whitebox Notes, in full, for an

aggregate of 22,478,074 shares of common stock of the Company.

ERM, the sole shareholder of D&D, acquired 367,647 shares of our common

stock on December 30, 2024, in a private placement of an aggregate of 14,705,882 shares of common stock to accredited investors for aggregate

gross proceeds of $10,000,000.

The purchase price per share was $0.68.

Pursuant to a Registration Rights Agreement, effective December

30, 2024, we filed a registration statement on Form S-1 (File No.

333-286492), which was declared effective by the SEC on April 21,

2025, covering the resale of the Registrable Securities (as defined therein).

On January 24, 2025, we and D&D entered into an amendment to the Shareholders

Agreement dated May 25, 2023 (as amended, the “D&D Shareholders Agreement”), amending the agreement to incorporate the

following previously agreed terms:

so long as D&D owns 25% or more of the Company’s issued and outstanding common stock, (1)

D&D shall have the right to designate three individuals for appointment to the board of directors of the Company, two of whom shall

be “independent directors” as defined in applicable SEC and exchange rules, (2) D&D shall have the right to designate

one board observer and (3) the size of the Company’s board of directors will not exceed nine members without the consent of both

D&D’s independent designated directors.

Pursuant to the D&D Shareholders Agreement, D&D has designated Shufen Deng,

chairperson of our board of directors, Sam Van and Michael Tu, each an independent director, to serve on our board of directors.

has also designated Yumin Dai, the spouse of Shufen Deng, as a board observer.

On January 24, 2025, we and D&D entered into a Board Observer Agreement

governing D&D’s right to designate the board observer.

Such board observer right permits the observer’s attendance at

board meetings and participation in discussions at such meetings.

The agreement further provides for indemnification and advancement of

expenses from the Company to the same extent provided by the Company to its directors and for reimbursement of reasonable out-of-pocket

expenses incurred by the observer in connection with attending meeting, subject to company policies in effect.

Any individual’s

service as the observer is conditioned on such individual’s execution of an agreement with the Company that preserves the confidentiality

of Reed’s information and board discussions.

D&D designated Mr.

Yumin Dai to be the board observer.

Shufen Deng was the sole principal of D&D

and as such exercised sole voting and dispositive control over the shares of common stock held by D&D through December 31, 2024.

On December 31, 2024, all outstanding shares of D&D were assigned by Ms.

Deng to Era Regenerative Medicine Ltd, as a holding

company for restructuring purposes without requirement of payment of consideration.

Deng is D&D’s non-independent director

Bello is the former Chairman of the board

and was a significant stockholder of the company.

In March 2023 he funded $300,000 to the company through a Simple Agreements for Future

Equity (“SAFE”) investment.

The SAFE investment converted into 300,000 shares of common stock on September 10, 2024 pursuant

to the company’s PIPE transaction.

Union Square Entities

Union Square Park Capital Management, LLC, Union Square

Park GP and Union Square Park Partners, LP are collectively referred to as the “Union Square Entities”.

be deemed to have voting and dispositive control over shares of common stock of the company held by the Union Square Entities.

served as a board observer as representative of the Union Square Entities from July 7, 2023 through October 31, 2024.

The Union Square

Entities were a significant stockholder of our common stock.

On February 8, 2024, Union Square Park Partners LP funded $798,808 to the

company through the SAFE investment.

The SAFE investment converted into 798,808 shares of common stock on September 10, 2024.

May 28, 2025, we entered into a Securities Purchase Agreement with certain accredited investors, including D&D, pursuant to which

we agreed to issue and sell $3,000,000 of shares of common stock at a purchase price per share of $0.93.

D&D purchased $1,000,000

of shares of common stock in this private placement, which closed on June 4, 2025.

Pursuant to a Registration Rights Agreement dated

May 28, 2025, we filed a registration statement on Form S-1 (File No.

333-289889), which was declared effective by the SEC on September

4, 2025, covering the resale of the Registrable Securities (as defined therein).

December 4, 2025, we entered into the Underwriting Agreement with A.G.P./Alliance Global Partners, as representative of the Underwriters,

pursuant to which we agreed to sell and issue to the Underwriters, in the Offering an aggregate of (i) 2,500,000 shares of common stock

and (ii) warrants to purchase up to 2,500,000 shares of common stock.

Additionally, we granted the Underwriters the Overallotment Option

to purchase up to an additional 375,000 shares of common stock and/or warrants at the public offering price, less underwriting discounts

and commissions.

On December 5, 2025 and December 12, 2025, the Underwriters fully exercised the Overallotment Option.

Each share of

common stock and accompanying warrant to purchase one share of common stock were sold together at a combined public offering price of

$4.00 less underwriting discounts and commissions.

Each warrant issued in the Offering has an exercise price per share of common stock

equal to $4.50, subject to certain adjustments and beneficial ownership limitations.

The warrants became immediately exercisable upon

issuance and will expire on December 8, 2030.

To our knowledge, D&D participated in the Offering, and purchased 1,250,000 shares

of common stock and warrants to purchase 1,250,000 shares of common stock.

Bello is the former Chairman of the board and was a significant stockholder of the company.

In March 2023 he funded $300,000 to the

company through a SAFE investment.

The SAFE investment converted into 300,000 shares

of common stock on September 10, 2024 pursuant to the company’s PIPE transaction.

July 26, 2024, Norman E.

Snyder Jr, CEO of the Company, provided a personal guaranty for $500,000 over advance on the company’s

line of credit with Alterna Capital Solutions, LLC.

Snyder Jr., the then-serving CEO of the Company, provided a personal guaranty for $500,000 over advance on

the company’s line of credit with Alterna Capital Solutions, LLC.

The over advance was repaid by September 30,

Yumin Dai is the spouse of Shufen Deng.

On February 4, 2025, he was appointed Chief Executive Officer of the Company’s newly formed wholly owned subsidiary, Reed’s

(Asia) Limited (BVI).

Dai is the spouse of Shufen Deng.

On February 4, 2025, he was appointed Chief Executive Officer of the Company’s newly formed wholly

owned subsidiary, Reed’s (Asia) Limited (BVI).

His salary is $300,000 per year.

The Company expects to expand Mr.

Dai’s duties to serve as Chief Executive

Officer and director of a newly formed Japanese subsidiary.

Dai is D&D’s designated board observer.

As of the date of this Annual Report, our board has

five directors;

provided, however Lewis Jaffe submitted his resignation from the board, which will be effective March 31, 2025.

to serve as Chief Executive Officer and director of a newly formed Japanese subsidiary.

Compensation Arrangements and Equity Awards

for Executive Officers and Directors

have employment arrangements with our executive officers that, among other things, provide for certain change in control benefits, as

well as severance benefits for executive officers.

For a description of these agreements with our named executive officers, see “Item

Executive Compensation.”

have granted, and may grant in the future, stock options and restricted stock awards to our executive officers and our directors.

a description of these equity awards to our named executive officers, see “Item 11.

Executive Compensation.”

Indemnification

Agreements for Executive Officers and Directors

have entered into indemnification agreements with each of our directors and certain of our executive officers.

These agreements require

us to indemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permitted under Delaware

law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding

against them as to which they could be indemnified.

As of the date of this Annual Report, our board has five directors.

following are the three standing committees of the board:

an Audit Committee, a Compensation Committee and a Governance Committee.

board, upon recommendation from the Compensation Committee, determined each of Lewis Jaffe, Sam Van 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 and fill the vacancy created by Mr.

Jaffe’s resignation promptly with an individual that qualifies as an “independent

an Audit Committee, a Compensation Committee and a Nominating and Corporate

Governance Committee.

The board, upon recommendation from the Nominating and Corporate Governance Committee, determined each of Michael

Tu, Sam Van and Rudolf Bakker is an “independent director” as defined by Section 803(A) of the NYSE American Company Guide.

The Board also determined that each member of our Audit, Compensation and Nominating and Corporate Governance Committees satisfies the

independence standards for such committees established by the NYSE American Company Guide, as applicable.

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.

Principal Accountant Fees and Services

3 unchanged sentences

31, 2025, and 2024:

Audit-Related Fees

All Other Fees

defined by the SEC, (i) “audit fees” are fees for professional services rendered by our principal accountant for the audit

25 unchanged sentences

in this Item 14 were pre-approved by the Audit Committee.

were no hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most

recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent

Exhibits and Financial Statement Schedules

4 unchanged sentences

the financial statements or notes thereto.

the Exhibit Index, which follows the signature page of this Annual Report on Form 10-K, which is incorporated herein by reference.

Item 15(a) (3) above.

Financial Statement Schedules

Item 15(a) (2) above.

Form 10K Summary

accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned,

thereunto duly authorized.

March 28, 2025

Delaware corporation

Executive Officer

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.(new board members to de added)

Executive Officer,

Executive Officer), Director

Financial Officer

Financial Officer)

Joann Tinnelly

Accounting Officer

Accounting Officer)

/s/ Shufen Deng

Chairperson of the Board and Chairperson of Asian Operations

Randle Lee Edwards

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 Reed’s, Inc.

Amended and Restated Bylaws of Reed’s, Inc.

The exhibits listed below are filed as part of this Annual Report on Form

10-K, or are incorporated herein by reference, in each case as indicated below:

Certificate of Incorporation of Reed’s, Inc., as amended through February 5, 2025

Certificate of Amendment of the Certificate of Incorporation of Reed’s, Inc., effective October 31, 2025

Second Amended and Restated Bylaws of Reed’s Inc.

Form of Warrant to Union Square Park Partners, LP, issued on March 11, 2022

Form of Warrant 2022 PIPE, issued on March 11, 2022

Form of Secured Convertible Promissory Note, issued on May 9, 2022

Form of Warrant, issued on May 25, 2023

Warrant Agency Agreement by and between Reed’s, Inc.

and Transfer Online, Inc., dated December 3, 2025

Form of Warrant to Purchase Common Stock dated December 8, 2025

Form of Common Stock Certificate

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 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 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 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 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 May 31, 2023.

Form of Option Note in favor of Wilmington Savings Fund Society, FSB dated August 1, 2024, which is incorporated by reference to Exhibit 4.1 to Form 10-Q filed with the SEC August 13, 2024.

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

and D&D Source of Life Holding Ltd.

dated February 8, 2024 which is incorporated by reference to Exhibit 4.7 to Form 10-K as filed with the SEC April 1, 2024.

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

Bello dated March 7, 2024 which is incorporated by reference to Exhibit 4.8 to Form 10-K as filed with the SEC April 1, 2024.

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

and Union Square Park Partners LP dated February 8, 2024 which is incorporated by reference to Exhibit 4.9 to Form 10-K as filed with the SEC April 1, 2024.

Form of Reed’s Inc.

Indemnification Agreement which is incorporated by reference to Exhibit 10.1 to Form 10-K as filed with the SEC April 1, 2024.

2020 Equity Incentive Plan, as amended December 30, 2021 which is incorporated by reference to Exhibit 10.2 to Form 10-K as filed with the SEC April 1, 2024.

2024 Inducement Plan which is incorporated by reference to Exhibit 10.3 to Form 10-K as filed with the SEC April 1, 2024.

Indemnification Agreement

2020 Equity Incentive Plan, as amended December 30, 2021

2024 Inducement Plan

Employment Agreement by and between Reed’s Inc.

3 unchanged sentences

and Norman E.

dated June 24, 2020 which is incorporated by reference to Form 10-K filed with the SEC April 15, 2022.

dated June 24, 2020

Lease by and between Merritt 7 Venture LLC and Reed’s Inc.

dated May 10, 2024 which is incorporated by reference to Exhibit 10.2 to Form 10-Q filed with the SEC August 13, 2024.

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 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 March 14, 2022.

dated May 10, 2024

First Amendment to Lease, by and between Merritt 7 Venture LLC and Reed’s Inc., dated April 10, 2025

Second Amendment and Partial Termination of Lease, by and between Merritt 7 Venture LLC and Reed’s Inc., dated November 19, 2025

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

Registration Rights Agreement by and between Reed’s Inc.

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

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 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 May 31, 2023.

Amendment to Shareholders Agreement dated January 24, 2025 by and between Reed’s, Inc.

and D&D Source of Life Holding Ltd which is incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC January 28, 2025.

Board Observer Agreement dated January 24, 2025 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 January 28, 2025.

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 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 May 31, 2023.

Securities Purchase Agreement dated December 30, 2024 by and between Reed’s, Inc.

and certain investors which is incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC January 6, 2025.

Registration Rights Agreement dated December 30, 2024 by and between Reed’s, Inc.

and certain investors which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC January 6, 2025.

Senior Secured Loan and Security Agreement among Reed’s, Inc., the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent, dated November 14, 2024 which is incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC November 19, 2024.

Seventh Amendment to the 10% Secured Convertible Notes and 10% Secured Promissory Notes between Reed’s, Inc., the holders party thereto, and Wilmington Savings Fund Society, FSB, as holder representative and collateral agent, which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC November 19, 2024.

and purchasers dated May 9, 2022

Shareholders Agreement by and between Reed’s Inc.

and D&D Source of Life Holding Ltd., dated May 25, 2023

Amendment to Shareholders Agreement by and between Reed’s Inc.

and D&D Source of Life Holding Ltd., dated January 24, 2025

Board Observer Agreement by and between Reed’s Inc.

and D&D Source of Life Holding Ltd., dated January 24, 2025

Registration Rights Agreement by and between Reed’s Inc., and D&D Source of Life Holdings Ltd.

and certain other investors, dated May 25, 2023

Securities Purchase Agreement by and between Reed’s Inc.

and certain investors, dated December 30, 2024

Registration Rights Agreement by and between Reed’s Inc.

and certain investors, dated December 30, 2024

Senior Secured Loan and Security Agreement among Reed’s Inc., the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent, dated November 14, 2024

Grant of Security Interest in Copyright Rights by Reed’s Inc.

in favor of Cantor Fitzgerald Securities, as collateral agent, dated November 14, 2024 which is incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC November 19, 2024.

Grant of Security Interest in Patent Rights by Reed’s, Inc.

in favor of Cantor Fitzgerald Securities, as collateral agent, dated November 14, 2024 which is incorporated by reference to Exhibit 10.4 to Form 8-K filed with the SEC November 19, 2024.

in favor of Cantor Fitzgerald Securities, as collateral agent, dated November 14, 2024

of Security Interest in Patent Rights by Reed’s Inc.

in favor of Cantor Fitzgerald Securities, as collateral agent, dated November

Grant of Security Interest in Trademark Rights by Reed’s Inc.

in favor of Cantor Fitzgerald Securities, as collateral agent, dated November 14, 2024 which is incorporated by reference to Exhibit 10.5 to Form 8-K filed with the SEC November 19, 2024.

in favor of Cantor Fitzgerald Securities, as collateral agent, dated November 14, 2024

Subordination Agreement by and among Reed’s Inc., Wilmington Savings Fund society, FSB, as holder representative and collateral agent, D&D Source of Life Holding Ltd.

and Cantor Fitzgerald Securities, as administrative agent and collateral agent, dated November 14, 2024 which is incorporated by reference to Exhibit 10.6 to Form 8-K filed with the SEC November 19, 2024.

and Cantor Fitzgerald Securities, as administrative agent and collateral agent, dated November 14, 2024

Pledge Agreement by Reed’s Inc.

in favor of Cantor Fitzgerald Securities, in its capacity as collateral agent, dated November 14, 2024 which is incorporated by reference to Exhibit 10.7 to Form 8-K filed with the SEC November 19, 2024.

in favor of Cantor Fitzgerald Securities, in its capacity as collateral agent, dated November 14, 2024

Exchange Agreement by and between Reed’s Inc.

and D&D Source of Life Holding Ltd.

dated November 18, 2024 which is incorporated by reference to Exhibit 10.8 to Form 8-K filed with the SEC November 19, 2024.

and D&D Source of Life Holding Ltd., dated November 18, 2024

Option Exercise and Sixth Amendment to the 10% Secured Convertible Notes by and between Reed’s Inc.

and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent dated August 1, 2024, which is incorporated by reference to Exhibit 10.1 to Form 10-Q filed with the SEC August 13, 2024.

and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent, dated August 1, 2024

Securities Purchase Agreement by and between Reed’s Inc.

and investors dated September 9, 2024, which is incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC September 13, 2024.

and investors, dated September 9, 2024

Registration Rights Agreement by and between Reed’s Inc.

and investors dated September 9, 2024, which is incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC September 13, 2024.

and investors, dated September 9, 2024

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

and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent dated May 17, 2024 which is incorporated by reference to Exhibit 10.3 to Form 10-Q filed with the SEC May 20, 2024.

and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent, dated May 17, 2024

Amendment to 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 April 1, 2024 which is incorporated by reference to Exhibit 10.1 to Form 8-K/A filed with the SEC on April 3, 2024.

and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent, dated April 1, 2024

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, which is incorporated by reference to Form 10-K filed April 1, 2024.

and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent, dated February 12, 2024

Retirement, Transition and Separation Agreement by and between Reed’s, Inc.

and Norman E.

dated April 14, 2025

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

and Cyril Wallace dated April 16, 2025

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

and certain accredited investors dated May 28, 2025

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

and certain accredited investors dated May 28, 2025

Form of Securities Purchase Agreement, dated as of September 12, 2025, by and between Reed’s, Inc.

and certain accredited investors

Form of Registration Rights Agreement, dated as of September 12, 2025, by and between Reed’s, Inc.

and certain accredited investors

Amendment No.

1 to Senior Secured Loan and Security Agreement among Reed’s, Inc., the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent, dated September 26, 2025

Letter by and between Reed’s Inc.

Cohane dated December 17, 2025

Insider Trading Policy

of Reed’s, Inc.

Consent of Weinberg & Co., PA.

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 which is incorporated by reference to Exhibit 97 to Form 10-K filed with the SEC on April 1, 2024.

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.

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

Subsidiaries of Reed’s Inc.

Consent of Weinberg & Co., PA., Independent Registered Public Accounting Firm

Power of Attorney (included on the signature page)

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Clawback Policy for Covered Executives

XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within

the Inline XBRL document.

XBRL Taxonomy Extension Schema with Embedded Linkbase Document.

Page formatted as inline XBRL and contained in Exhibit 101.

Furnished herewith and not deemed to be “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into any filing

under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Indicates management contract or compensatory plan.

Certain schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

Form 10K Summary

accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned,

thereunto duly authorized.

March 25, 2026

Delaware corporation

Chief Executive Officer

ALL BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Neal M.

Cohane and Douglas

McCurdy, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution,

for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same,

with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said

attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and

necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby

ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully

do or cause to be done by virtue hereof.

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.(new board members to de added)

Chief Executive Officer,

March 25, 2026

Executive Officer), Director

Financial Officer

March 25, 2026

Financial Officer and Principal Accounting Officer)

March 25, 2026

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