瑞德公司美股招股说明书(2025-12-05版)

We are offering 2,500,000 shares of our common stock and warrants to purchase up to an aggregate of 2,500,000 shares of our common stock.This prospectus also relates to the offering of the shares of our common stock issuable upon the exercise of such warrants. The shares of common stock and the accompanying warrants can only be purchased together in this offering, but will be issued separately andwill be immediately separable upon issuance. Each purchaser of one share of our common stock will receive one warrant per share of commonstock purchased thereby. Each warrant may be exercised for one share of our common stock. The warrants will be immediately exercisable at The New York Stock Exchange American, LLC (the “NYSE American”) has approved the listing of our common stock under the symbol“REED” for trading beginning on December 5, 2025. Prior to that, our common stock was quoted on the OTCQX Best Market under thesymbol “REED.” On December 4, 2025, the last reported sale price for our common stock on the OTCQX Best Market was $6.35 per share. On October 31, 2025, we effected a 1-for-6 reverse stock split of our common stock (the “Reverse Stock Split”). The conversion or exerciseprices of our issued and outstanding preferred stock, stock options and warrants have been adjusted accordingly. All information presented inthis prospectus, including our financial statements and the notes thereto, have been adjusted to account for the Reverse Stock Split, and unless We are a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, we have elected to comply with certainreduced reporting requirements for this prospectus and the documents incorporated by reference herein and may elect to do so in future filings.See the section titled “Prospectus Summary—Implications of Being a Smaller Reporting Company.” In addition, when we begin trading on theNYSE American, we will be a “controlled company” within the meaning of the applicable rules of the NYSE American. While we are not Investing in our securities involves risks. See the section titled “Risk Factors” beginning on page 12 of this prospectus and undersimilar headings in the documents incorporated by reference into this prospectus to read about factors you should consider beforebuying our securities. Neither the Securities and Exchange Commission nor any other regulatory body have approved or disapproved these securities, orpassed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. (1)See the section titled “Underwriting” for additional information regarding underwriting compensation.(2)Does not include the proceeds from the exercise of the warrants in cash, if any. The underwriters are offering the shares and accompanying warrants on a firm commitment basis. Delivery of the shares of common stock andaccompanying warrants is expected to be made on or about December 8, 2025. We have granted the underwriters an option for a period of 45 days from the date of this prospectus to purchase up to an additional 375,000shares of common stock and/or warrants to purchase up to an aggregate of 375,000 shares of common stock. If the underwriters exercise the Co-Manager Roberts & Ryan Prospectus dated December 4, 2025 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE We have not, and the underwriters have not, authorized anyone to provide you with information other than in this prospectus or in any freewriting prospectus we may authorize to be delivered or made available to you. We take no responsibility for and cannot provide any assuranceas to the reliability of any other information others may give you. We are not, and the underwriters are not, making an offer to sell our securitiesin any jurisdiction where the offer or sale is not permitted. The information in this prospectus or any free writing prospectus is accurate only as For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering orpossession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. PROSPECTUS SUMMARY This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary is not completeand does not contain all of the information you should consider in making your investment decision. Before investing in our common stock,you should carefully read this entire prospectus, including the information incorporated by reference herein. You should carefully consider,among other things, the section titled “Risk Factors” included elsewhere in this prospectus and the risk factors incorporated by referenceherein, the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidatedfinancial statements and the related notes thereto included in our Annual Report on Form 1