Changes in Control Form 8 K

Item 1.01 Entry Into a Material Definitive Agreement.

On September 10, 2024, Reed's, Inc., a Delaware corporation ("Reed's" or the "company") closed its Private Investment in Public Equity ("PIPE") for purchase and sale of an aggregate of 4,000,000 shares (the "Shares") of common stock, $0.0001 par value per share ("common stock"), pursuant to a Securities Purchase Agreement dated September 9, 2024 ("Purchase Agreement"). The PIPE was authorized by the board of directors (the "Board") of Reed's on March 27, 2024 for the purchase and sale of the Shares at the purchase price of $1.50 for aggregate offering proceeds of $6 million, and subsequent funding was unanimously authorized by the by the Board on September 3, 2024.D&D Source of Life Holding Ltd. ("D&D") was the lead investor in the PIPE, investing $1,903,192 in cash and $3,000,000 through the automatic conversion of its outstanding Simple Investment in Future Equity ("SAFEs"). The balance was subscribed through the automatic conversion of SAFEs held by John J. Bello, the Reed's Chairman, and Union Square Park Partners, LP.

The Purchase Agreement includes standard representations, warranties and covenants of the company and investors and also provides for the payment, by Reed's, of customary penalties and liquidated damages in the event of legend removal failure. The Shares are registrable pursuant to a registration rights agreement (the "Registration Rights Agreement") dated September 10, 2024. Reed's agreed to file a registration statement on Form S-1 to register for resale the Shares within 45 days of the closing of the PIPE. The company is subject to penalties and liquidated damages in the event it does not meet certain filing requirements and deadlines set forth in the Registration Rights Agreement.

Reed's intends to use the net proceeds from the PIPE for general working capital and general corporate purposes.