UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE 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)

Delaware		35-2177773
(State of incorporation)		(I.R.S. Employer Identification No.)

501 Merritt 7 PH, Norwalk, CT. 06851

(Address of principal executive offices) (Zip Code)

(800) 997-3337

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Names of each exchange on which registered
Common Stock, par value $0.0001 per share		REED		NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large Accelerated Filer ☐	Accelerated Filer ☐	Non-Accelerated Filer ☒
Smaller Reporting Company ☒	Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying 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 are 11,857,086 shares of the Company’s common stock, par value $.0001 per share, outstanding as of August 7, 2026.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	F-1

Item 1. Condensed Consolidated Financial Statements	F-1

Condensed Consolidated Balance Sheets - June 30, 2026 (Unaudited) and December 31, 2025	F-1

Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 (Unaudited)	F-2

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) for the three and six months ended June 30, 2026 and 2025 (Unaudited)	F-3

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (Unaudited)	F-4

Notes to Condensed Consolidated Financial Statements three and six months ended June 30, 2026 and 2025 (Unaudited)	F-5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1

Item 3. Quantitative and Qualitative Disclosures About Market Risk	10

Item 4. Controls and Procedures	10

PART II – OTHER INFORMATION	11

Item 1. Legal Proceedings	11

Item 1A. Risk Factors	11

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	13

Item 3. Defaults Upon Senior Securities	13

Item 4. Mine Safety Disclosures	13

Item 5. Other Information	13

Item 6. Exhibits	13

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

This report contains statements reflecting our views about our future performance that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (Reform Act). Statements that constitute forward-looking statements 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 such words and other similar expressions. All statements addressing our future operating performance, and statements addressing events and developments that we expect or anticipate will occur in the future, are forward-looking statements within the meaning of the Reform Act. These forward-looking statements are based on currently available information, operating plans and projections about future events and trends. They inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in any such forward-looking statement. These risks and uncertainties include, but are not limited to, those described in “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Form 10-K”) as updated by “Part II, Item 1A” of this report, which should be considered when evaluating our trends and future results. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. The discussion of risks in this report is by no means all-inclusive but is designed to highlight what we believe are important factors to consider when evaluating our future performance.

Part I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

REED’S, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share amounts)

	June 30, 2026			December 31, 2025
	(Unaudited)

ASSETS
Current assets:
Cash	$	2,410		$	10,424
Accounts receivable, net of allowance of $1,060 and $980, respectively		3,107			2,317
Inventory, net		6,992			8,046
Prepaid expenses and other current assets		1,153			673
Total current assets		13,662			21,460

Property and equipment, net of accumulated depreciation of $864 and $785, respectively		1,137			1,231
Intangible assets		650			650
Total assets	$	15,449		$	23,341

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable	$	6,200		$	3,496
Accrued expenses		634			669
Deferred revenue		51			-
Senior secured loan, net of deferred financing costs of $23 and $68, respectively		9,227			9,182
Current portion of lease liabilities		35			40
Total current liabilities		16,147			13,387

Lease liabilities, less current portion		787			803
Total liabilities		16,934			14,190

Stockholders’ equity (deficiency):
Series A Convertible Preferred stock, $10 par value, 500,000 shares authorized, 9,411 shares issued and outstanding		94			94
Common stock, $.0001 par value, 60,000,000 shares authorized; 11,857,086 and 11,820,429 shares issued and outstanding, respectively		5			5
Additional paid in capital		176,884			176,783
Accumulated deficit		(178,468	)		(167,731	)
Total stockholders’ equity (deficiency):		(1,485	)		9,151
Total liabilities and stockholders’ equity (deficiency):	$	15,449		$	23,341

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-1

REED’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Six Months Ended June 30, 2026 and 2025

(Unaudited)

(Amounts in thousands, except share and per share amounts)

	2026		2025		2026		2025
	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Net sales	$	7,488	$	9,523	$	14,630	$	19,552

Cost of goods sold		5,607		7,110		11,314		13,682
Inventory write-offs		92		1,606		830		1,661
Total cost of goods sold		5,699		8,716		12,144		15,343

Gross profit		1,789		807		2,486		4,209

Operating expenses:
Delivery and handling expense		1,107		1,572		2,227		3,199
Selling and marketing expense		1,709		1,271		3,456		2,773
General and administrative expense		3,037		3,757		7,082		5,772
Total operating expenses		5,853		6,600		12,765		11,744

Loss from operations		(