FORM10-Q ☒QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period endedMarch 31,2025☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934For the transition period from _______ to _______Commission file number:001-32501 REED’S, INC. (Exact name of registrant as specified in its charter) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting Large Accelerated Filer☐Accelerated Filer☐Non-Accelerated Filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ There are45,371,247shares of the Company’s common stock, par value $.0001per share, outstanding as of May 9, 2025. TABLE OF CONTENTSPART I - FINANCIAL INFORMATIONF-1Item 1. Condensed Financial StatementsF-1Condensed Balance Sheets - March 31, 2025 (Unaudited) and December 31, 2024F-1Condensed Statements of Operations for the three months ended March 31, 2025 and 2024 (Unaudited)F-2Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2025 and 2024(Unaudited)F-3Condensed Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (Unaudited)F-4Notes to Condensed Financial Statements three months ended March 31, 2025 and 2024 (Unaudited)F-5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations1Item 3. Quantitative and Qualitative Disclosures About Market Risk7Item 4. Controls and Procedures7PART II – OTHER INFORMATION7Item 1. Legal Proceedings7Item 1A. Risk Factors7Item 2. Unregistered Sales of Equity Securities and Use of Proceeds7Item 3. Defaults Upon Senior Securities7Item 4. Mine Safety Disclosures7Item 5. Other Information7Item 6. Exhibits7i CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION This report contains statements reflecting our views about our future performance that constitute “forward-looking statements” withinthe meaning of the Private Securities Litigation Reform Act of 1995 (Reform Act). Statements that constitute forward-lookingstatements within the meaning of the Reform Act are generally identified through the inclusion of words such as “aim,” “anticipate,”“believe,” “drive,” “estimate,” “expect,” “forecast,” “future,” “goal,” “guidance,” “intend,” “may,” “objective,” “outlook,”“plan,” “position,” “potential,” “project,” “seek,” “should,” “strategy,” “target,” “will” or similar statements or variations of suchwords and other similar expressions. All statements addressing our future operating performance, and statements addressing eventsand developments that we expect or anticipate will occur in the future, are forward-looking statements within the meaning of theReform Act. These forward-looking statements are based on currently available information, operating plans and projections aboutfuture events and trends. They inherently involve risks and uncertainties that could cause actual results to differ materially from those REED’S, INC.,CONDENSED BALANCE SHEETS(Amounts in thousands, except share amounts) REED’S, INC.CONDENSED STATEMENTS OF OPERATIONSFor the Three Months Ended March 31, 2025 and 2024 REED’S, INC.CONDENSED STATEMENTS OF CASH FLOWSFor the Three Months Ended March 31, 2025 and 2024 REED’S, INC.NOTES TO CONDENSED FINANCIAL STATEMENTSThree Months Ended March 31, 2025 and 2024 (Unaudited) 1.Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed financial statements of Reed’s, Inc. (the “Company”, “we”, “us”, or “our”), have been prepared inconformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules andregulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information andnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed oromitted pursuant to