Reed's enters approximately $10.0 million common-stock private placement

Reed's agreed to issue 17,421,602 common shares at $0.574 per share to its majority stockholder for approximately $10.0 million in aggregate gross proceeds.

The gross proceeds are intended to satisfy the amended senior secured loan requirement for at least $10.0 million in cash equity contributions by November 6, 2026.

D&D-affiliated entities are reported at 81.9% pro forma beneficial ownership after the placement, and the purchase agreement acknowledges that the issuance may result in substantial dilution.

The Form 8-K states an expected close on or about November 6, 2026, while the securities purchase agreement defines the Closing Date as a trading day on or before October 30, 2026; the supplied text does not reconcile the dates.

Reed's intends to use the net proceeds for working capital and general corporate purposes; only the approximately $10.0 million gross amount is disclosed.

Reed's must file a resale registration statement within 15 calendar days after closing and use best efforts to make it effective within 70 calendar days, or 90 days following a full SEC review.

The shares are offered as restricted securities under Section 4(a)(2) and Rule 506(b), without general solicitation.