Issuance of Common Stock |
9 Months Ended |
|---|---|
Sep. 30, 2025 | |
| Equity [Abstract] | |
| Issuance of Common Stock | 7. Issuance of Common Stock
2025 Transactions
During 2024, the Company received $115 in gross proceeds from investors pursuant to Simple Agreements for Future Equity (“SAFE”) investments, which remained outstanding as of December 31, 2024. On April 3, 2025, the SAFE investments were converted to common shares.
On June 4, 2025, the Company completed a private placement with certain accredited investors, pursuant to which the Company issued and sold to the investors an aggregate of shares of common stock for total consideration of $3,000. D&D Source of Life Holding, Ltd. (“D&D”), the Company’s majority stockholder (a related party), served as lead investor, participating in this transaction in the amount of $1,000.
On September 15, 2025, the Company completed a private placement with certain accredited investors, pursuant to which the Company issued and sold to the investors an aggregate of shares of common stock for total consideration of $5,000.
2024 Transactions
During 2024, the Company received $4,097 in gross proceeds from three significant stockholders of the Company, D&D, Union Square Park Partners LP, and John J. Bello, the Company’s former Chairman, pursuant to Simple Agreements for Future Equity (“SAFE”) investments. The SAFE investments were to convert into the next equity financing of Reed’s at the lesser of $ per share or the per share price in the financing. D&D was given the right to designate a second independent director nominee to the board of directors of Reed’s and the company agreed to limit the size of its board of directors to nine (9) for so long as D&D owns 25% or more of the equity securities of the Company. The Company initially recorded the SAFE investments as a liability at $5,490 which was reflected on its June 30, 2024 balance sheet, and reflected a loss from change in fair value of SAFE investments of $1,393 at that date.
On September 9, 2024, the Company entered into a Securities Purchase Agreement with various purchasers for the issuance of common shares for total consideration of $6,000. The various purchasers also held Company SAFE investments. The total capital raise was comprised of shares of common stock valued at $4,097 upon conversion of the SAFE investments and common shares issued to D&D for consideration of $1,903.
Upon conversion of the SAFE instruments during the three months ended September 30, 2024, the Company recorded a gain from change in fair value of SAFE investments of $1,393.
|