REED Reed'S, Inc. - 8-K

Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On
May 29, 2026, Reed’s, Inc. (the “Company”) received a notice (the “Notice”) from the NYSE American LLC
(the “NYSE American”) stating that the Company is not in compliance with the NYSE American continued listing standards set
forth in Section 1003(a)(ii) of the Company Guide requiring a company to have stockholders’ equity of at least $4.0 million if
it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years and Section 1003(a)(iii)
of the Company Guide requiring a company to have stockholders’ equity at least $6.0 million if it has reported losses from continuing
operations and/or net losses in its five most recent fiscal years. The Notice also indicates that the Company is not currently eligible
for any exemption in Section 1003(a) of the Company Guide (including the exemption provided for companies with total value of market
capitalization exceeding $50 million, among other requirements).

In
connection with its non-compliance with Section 1003(a)(ii) and Section 1003(a)(iii), the Company must submit a plan (the “Plan”)
to the NYSE American by June 28, 2026, advising of actions it has taken or will take to regain compliance with the continued listing
standards by November 29, 2027. If the NYSE American determines to accept the Plan, the Company will be notified in writing and will
be subject to periodic reviews, including quarterly monitoring for compliance with the Plan. If the Company does not submit a plan or
if the Plan is not accepted, NYSE American will commence delisting proceedings. Furthermore, if the Plan is accepted but the Company
is not in compliance with the continued listing standards by November 29, 2027, or if the Company does not make progress consistent with
the Plan, the NYSE American will initiate delisting proceedings as appropriate. The Company may appeal a staff delisting determination
in accordance with Section 1010 and Part 12 of the Company Guide.

The
Notice has no immediate impact on the listing of the Company’s shares of common stock, which will continue to be listed and traded
on the NYSE American during this period, subject to the Company’s compliance with the other listing requirements of the NYSE American.
The common stock will continue to trade under the symbol “REED”, but will have an added designation of “.BC”
to indicate that the status of the common stock is “below compliance”.

The
Notice does not affect the Company’s ongoing business operations or its reporting requirements with the U.S. Securities and Exchange
Commission.

The
Company is committed to achieving compliance with the NYSE American’s continued listing standards. The Company intends to submit
a Plan to the NYSE American on or before June 28, 2026 to regain compliance with the NYSE American continued listing standards by November
29, 2027; however, there can be no assurance that the Company will be able to achieve compliance with the NYSE American’s continued
listing standards within the required timeframe.

Item
8.01 Other Events.

On
June 3, 2026, in accordance with the NYSE American’s procedures, the Company issued a press release discussing the matters disclosed
in Item 3.01 of this Current Report on Form 8-K. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated
by reference into this Item 8.01.

Item 9.01

Financial
Statements and Exhibits.

(d)
Exhibits

Exhibit

Number

Description

99.1

Press Release, dated June 3, 2026.

104

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

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Cautionary
Note Regarding Forward-Looking Statements

This
Current Report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements
that are not historical are forward-looking statements. These forward-looking statements may be identified by terms such as “believe,”
“expect,” “intends,” “outlook,” “may,” “will” and similar expressions. Forward-looking
statements include, but are not limited to, statements herein with respect to implied or express statements regarding the Company’s
expectations surrounding the submission of a Plan and regaining compliance with the NYSE American’s continued listing standards,
and actions of the Company and/or the NYSE American to be taken with respect to matters discussed in the Notice. These forward-looking
statements are based on current expectations. The achievement or success of the matters covered by such forward-looking statements involves
risks, uncertainties, and assumptions, many of which involve factors or circumstances that are beyond our control. These risks could
cause actual results to differ materially from those discussed in such forward-looking statements.

The
risks and uncertainties referred to above include, but are not limited to: the Company’s ability to timely submit its Plan to the
NYSE American, the acceptance of its Plan by the NYSE American and the Company’s ability to regain compliance with the listing
standards set forth in the Company Guide by November 29, 2027, and other risks detailed from time to time in the Company’s public
filings, including the Company’s annual report on Form 10-K filed on March 25, 2026, which will be available on the Securities
and Exchange Commission’s web site at www.sec.gov . These forward-looking statements are based on current expectations and
speak only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except
as required by law.

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