REED'S, INC. (Form: 8-K, Received: 07/07/2022 17:22:17)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2022

REED’S, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-32501

35-2177773

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

201 Merritt 7, Norwalk, CT 06851

(Address of principal executive offices and zip code)

Not applicable

(Former name or former address if changed since last report)

Registrant’s telephone number, including area code: (203) 890-0557

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of Each Class		Trading Symbol(s)		Name of Each Exchanged on Which Registered
Common Stock, $.0001 par value per share		REED		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On June 30, 2022, the Board of Directors (“Board”) of Reed’s, Inc., a Delaware corporation (“Reed’s), upon recommendation from its governance committee, appointed Thomas W. Kosler to serve as director, filling the vacancy created upon Rhonda Kallman’s resignation and departure, effective July 1, 2022.

Mr. Kosler, age 68, has served as a mentor and strategic consultant through his sole proprietorship, Kosler & Company since 2018. Prior to his retirement, from 1982 through 2018, he was the founder and owner of Kosler & Company, S.C., a boutique CPA and consulting firm. From 2001 to 2018, he was also the founder and Managing Partner of Brookhill Financial, LLC, an investment management firm focused on the retirement and investment accounts of clients of Kosler & Company, S.C. Mr. Kosler earned a B.B.A. with a major in Accounting from the University of Wisconsin - Milwaukee in 1976. Mr. Kosler was a licensed Certified Public Accountant for over 31 years, a Certified Valuation Analyst for over 16 years, a Registered Investment Advisor Representative for over 21 years and accredited in business valuations by the AICPA for over 8 years.

Mr. Kosler was appointed to the audit committee of the Board as its chair and audit committee financial expert effective July 6, 2022. Mr. Kosler will receive standard Board compensation for fiscal 2022, consisting of RSA and cash compensation, pro-rated for his term of service. Mr. Kosler’s pro-rated compensation for fiscal 2022 consists of an RSA grant of 40,172 shares, vesting in equal increments quarterly, and cash compensation in the amount of $25,000.

There are no other arrangements or understandings between Mr. Kosler and any other persons pursuant to which he was appointed a director. There are no family relationships between Mr. Kosler and members of Reed’s Board or management. There are no other current or proposed transactions in which Mr. Kosler has a direct or indirect material interest in which Reed’s is involved.

In conjunction with the committee assignment of Mr. Kosler, the Board also made certain other changes to committee assignments of its other directors. Effective July 6, 2022, the committees of the Board are comprised as follows:

Audit Committee – Thomas W. Kosler (chair and audit committee financial expert), Lewis Jaffe and Louis Imbrogno, Jr.

Compensation Committee – Louis Imbrogno Jr. (chair) and Lewis Jaffe

Governance Committee – Lewis Jaffe (chair) and Louis Imbrogno, Jr.

Operations Committee- John J. Bello, Norman E. Snyder, Jr. and Leon M. Zaltzman

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibit

No.

Description

99.1

Press Release of Reed’s Inc. dated July 7, 2022

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	REEDS, INC.,
	a Delaware corporation

Dated: July 7, 2022	By:	/s/ Thomas J. Spisak
		Thomas J. Spisak,
		Chief Financial Officer

Exhibit 99.1

Reed’s Appoints Thomas Kosler to Board of Directors

Norwalk, CT, (July 7, 2022) — Reed’s, Inc. (NASDAQ: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, all-natural ginger beverages, has appointed Thomas Kosler to its board of directors, effective July 1, 2022. Kosler, who will also chair Reed’s Audit Committee, replaces Rhonda Kallman, who has departed to pursue other interests.

Kosler is a veteran finance executive with more than 40 years of experience in accounting, investments and valuation. He began his career at Ernst & Young LLP (previously Arthur Young & Co.) and founded Kosler & Co., a boutique CPA and consulting firm, in 1982. Kosler was also the founder and managing partner of Brookhill Financial, an investment management firm, which he led from 2001 until his retirement in 2018.

“Tom brings a wealth of finance and accounting expertise to our board,” said Reed’s Chairman John Bello. “His exemplary track record across multiple key functions including audit, tax and compliance will be a strong asset to the team, in addition to his invaluable perspective as an operator and leader of multiple successful businesses.”

Kosler added: “Reed’s has an exceptional brand heritage with a long history of providing high-quality, all-natural products to a loyal customer base. I look forward to working with the team as they capitalize on multiple growth and profitability initiatives, including the ramp up of newer products such as Reed’s Ginger Ale, Classic Mule and Hard Ginger Ale.”

Kosler earned a B.B.A. in Accounting from the University of Wisconsin - Milwaukee. Prior to his retirement, he was a licensed Certified Public Accountant, a Certified Valuation Analyst, a Registered Investment Advisor Representative and was accredited in business valuations by the AICPA.

About Reed’s, Inc.

Reed’s is an innovative company and category leader that provides the world with high quality, premium and naturally bold™ better-for-you beverages. Established in 1989, Reed’s is a leader in craft beverages under the Reed’s®, Virgil’s® and Flying Cauldron® brand names. The Company’s beverages are now sold in over 45,000 stores nationwide.

Reed’s is known as America’s #1 name in all-natural, ginger-based beverages. Crafted using real ginger and premium ingredients, the Reed’s portfolio includes ginger beers, ginger ales, ready-to-drink ginger mules, ginger shots, and ginger candies. The brand has recently successfully expanded into the zero-sugar segment with its proprietary, all-natural sweetener system.

Virgil’s® is an award-winning line of craft sodas, made with the finest natural ingredients and without GMOs or artificial preservatives. The brand offers an array of great tasting, bold flavored sodas including Root Beer, Vanilla Cream, Black Cherry, Orange Cream, and more. These flavors are also available in nine zero sugar varieties which are naturally sweetened and certified ketogenic.

Flying Cauldron® is a non-alcoholic butterscotch beer prized for its creamy vanilla and butterscotch flavors. Sought after by beverage aficionados, Flying Cauldron is made with all-natural ingredients and no artificial flavors, sweeteners, preservatives, gluten, caffeine, or GMOs.

For more information, visit drinkreeds.com, virgils.com and flyingcauldron.com.

Investor Relations Contact

Sean Mansouri, CFA

Elevate IR

ir@reedsinc.com

(720) 330-2829