Reed’s Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number: 001-32501 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware35-2177773(State of incorporation)(I.R.S. Employer Identification No.) 501 Merritt 7 PH, Norwalk, CT06851(Address of principal executive offices)(Zip Code) (800) 997-3337(Registrant’s telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registeredNYSE American LLC Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ 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),and (2) has been subject to such filing requirements for the past 90 days. 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 theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large 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 registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates (excluding voting shares held byofficers and directors) as of June 30, 2025 was $18,457,633. There were a total of 11,820,429 shares of Common Stock outstanding as of March 20, 2026. TABLE OF CONTENTS PART I1Item 1. Business1Item 1A. Risk Factors12Item 1B. Unresolved Staff Comments28Item 1C. Cybersecurity29Item 2. Properties29Item 3. Legal Proceedings29Item 4. Mine Safety Disclosures29PART II30Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities30Item 6. [Reserved]30Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations30Item 7A. Quantitative and Qualitative Disclosures About Market Risk39Item 8. Consolidated Financial Statements and Supplementary Data40Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure41Item 9A. Controls and Procedures41Item 9B. Other Information41Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections41PART III42Item 10. Directors, Executive Officers and Corporate Governance42Item 11. Executive Compensation45Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters47Item 13. Certain Relationships and Related Transactions, and Director Independence48Item 14. Principal Accountant Fees and Services50PART IV52Item 15. Exhibits and Financial Statement Schedules52Item 16. Form 10-K Summary55i Unless the context otherwise requi