瑞德斯公司美股招股说明书（2025-09-29版）

5,000,000Shares of Common Stock This prospectus covers the resale by the selling shareholders of Reed’s, Inc. (“Reed’s,” “we,” “us” or the “Company”)identified in the “Selling Shareholders” section of this prospectus of up to an aggregate of 5,000,000 shares of our common stock. Wewill not receive any of the proceeds from the sale of the shares of common stock pursuant to this prospectus. The selling shareholders or their permitted transferees, pledgees, assignees, distributees, donees or successors or others wholater hold any of the selling shareholders’ interests in the shares of common stock described this prospectus may offer and sell theshares of common stock described in this prospectus in a number of different ways and at varying prices. We provide moreinformation about how a selling shareholder may sell its shares of common stock in the section titled “Plan of Distribution” appearingelsewhere in this prospectus. We will pay the expenses incurred in registering the securities covered by the prospectus, including legaland accounting fees. Our common stock is quoted on OTC Markets OTCQX Best Market under the symbol “REED.” The last reported sale priceof our common stock on September 17, 2025 was $0.97 per share. You should read this prospectus, together with additional information described under the headings “Information Incorporatedby Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities. Investing in our securities involves risks. See the section titled “Risk Factors” beginning on page 7 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is September 29, 2025 TABLE OF CONTENTS INFORMATION CONTAINED IN THIS PROSPECTUS3WHERE YOU CAN FIND MORE INFORMATION3INCORPORATION OF CERTAIN INFORMATION BY REFERENCE4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS5RISK FACTORS7THE COMPANY8DESCRIPTION OF COMMON STOCK15PRIVATE PLACEMENT OF COMMON STOCK17SUMMARY OF THE OFFERING17USE OF PROCEEDS17SELLING SHAREHOLDERS17PLAN OF DISTRIBUTION19LEGAL MATTERS20EXPERTS20MATERIAL CHANGES202 INFORMATION CONTAINED IN THIS PROSPECTUS We incorporate by reference important information into this prospectus. You may obtain the information incorporated byreference without charge by following the instructions under “Where You Can Find More Information.” You should carefully read thisprospectus as well as additional information described under “Incorporation of Certain Information by Reference,” before deciding toinvest in our securities. Unless the context otherwise requires, “Reed’s,” “Company,” “we,” “us” and “our” refer to Reed’s, Inc., and “sellingshareholders” and “selling shareholder” refer to one or more selling shareholders identified in the “Selling Shareholders” section ofthis prospectus and their respective permitted transferees, pledgees, assignees, distributees, donees or successors or others who laterhold any of the selling shareholders’ interests in any of the securities. References to “securities” include any security that we or theselling shareholders might offer under this prospectus or any prospectus supplement. We have filed or incorporated by reference exhibits to the registration statement of which this prospectus forms a part. Youshould read the exhibits carefully for provisions that may be important to you. We have not authorized any dealer, salesperson or other person to give any information or to make any representationother than those contained or incorporated by reference in this prospectus. You must not rely upon any information orrepresentation not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer tosell or the solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does thisprospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom itis unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in thisprospectus is accurate on any date subsequent to the date set forth on its front cover or that any information we haveincorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, eventhough this prospectus is delivered or securities are sold on a later date. Our business, financial condition, results of operationsand prospects may have changed since those dates. WHERE YOU CAN FIND MORE INFORMATION We have filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-1 under theSecurities Act, as amended (the “Securities Act”) for the securities being offered by this prospectus. Th