SCHEDULE 13D/A: Era Regenerative Medicine and D&D Source of Life Consolidate Majority Stake in Reed's, Inc. with Over 57% Ownership

Era Regenerative Medicine Ltd and D&D Source of Life Holding Ltd have solidified their control over Reed's, Inc., now beneficially owning 57.8% of the common stock following recent share acquisitions and a corporate restructuring.

Summary

• Era Regenerative Medicine Ltd (ERM) and D&D Source of Life Holding Ltd (D&D) collectively beneficially own 28,214,789 shares of Reed's, Inc. common stock, representing 57.8% of the outstanding class.
• The calculation of the percentage is based on a denominator of 48,829,161 shares, which includes shares outstanding as of May 9, 2025, shares issued on June 4, 2025, and exercisable warrants.
• On December 31, 2024, all outstanding shares of D&D were assigned to ERM for restructuring purposes without consideration.
• Dai Siqi, the sole director of ERM, holds voting and dispositive power over the securities held by D&D.
• D&D's aggregate investment in Reed's, Inc. securities totals $24,361,710, including the exercise of warrants.
• The most recent acquisition occurred on June 4, 2025, where D&D purchased 1,075,269 shares in a PIPE transaction for $1,000,000, at a price of $0.93 per share.
• D&D's previous investments include a $3 million PIPE transaction in May 2023, a $3 million investment in SAFE vehicles in Q1 2024 (which converted to 2,000,000 shares at $1.50/share), a $1.9 million PIPE financing in September 2024, and the purchase of $17.88 million in secured promissory notes from Whitebox in October 2024, which were exchanged for 22,478,074 shares in November 2024.

Sentiment

Score: 7

Explanation: The document indicates a strong, consolidating investment by a major shareholder, suggesting confidence in the company's future. The move towards a controlled company structure can be positive for stability and strategic alignment. While it's an ownership disclosure, the consistent investment and strategic intent are positive signals.

Positives

• A significant investor, D&D Source of Life Holding Ltd, has demonstrated strong commitment to Reed's, Inc. through substantial and repeated investments totaling over $24 million.
• The consolidation of ownership under Era Regenerative Medicine Ltd and D&D provides a clear majority shareholder, potentially leading to more stable governance and strategic direction.
• The amendment of Reed's, Inc. bylaws to grant a majority stockholder the ability to call meetings and other customary rights for a controlled company indicates a collaborative relationship and potential for streamlined decision-making.

Future Outlook

The Reporting Persons, D&D and ERM, intend to continue holding their investment in Reed's, Inc. for investment purposes and business expansion. They may engage in future discussions with the Issuer's management, board, and other stakeholders regarding performance, strategic direction, capital allocation, financing opportunities, board composition, and governance, consistent with their role as a significant shareholder.

Management Comments

• "D&D acquired the Issuer's shares, and may acquire the shares issuable upon exercise of the Issuer's warrants for investment purposes, and such purchases have been, and will be, made in D&D's ordinary course of business as an investment and for expansion of business."
• "D&D worked with the Issuer to amend the Issuer's bylaws to give a majority stockholder the ability to call a stockholders meeting and other rights reasonable and customary for operation of a controlled company."
• "D&D has in the past, and the Reporting Persons may in the future, engage in discussions with the Issuer's management, board of directors, and/or other stockholders or third parties covering a broad range of subjects, including relative to performance, strategic direction, capital allocation, strategic financing opportunities or other transactions involving the Issuer, stockholder value, composition of the board of directors, and governance and/or ownership of the Issuer."

Industry Context

This filing indicates a significant consolidation of ownership in Reed's, Inc. by entities with a principal business in beverages and functional foods (D&D Source of Life Holding Ltd). This could suggest a strategic alignment or interest in the beverage sector, potentially bringing new operational or market insights to Reed's, Inc. The move towards a 'controlled company' structure with a majority shareholder is a common trend in industries where strategic long-term investments and operational synergies are sought.

Corporate Governance

Related Party Transactions

• On December 31, 2024, all outstanding shares of D&D were assigned to ERM, its holding company, for restructuring purposes without payment of consideration. This is an internal restructuring between related entities.

Stakeholder Impact

• Shareholders: Existing shareholders will see a significant portion of the company's stock concentrated in the hands of a single majority shareholder group, potentially leading to more stable long-term strategic direction but also reduced influence for minority shareholders. The recent PIPE transaction at $0.93 per share could indicate a valuation point.
• Management/Board: The Issuer's board has approved bylaw amendments that empower the majority shareholder, indicating a collaborative relationship and potentially a more aligned strategic vision between the board and the controlling entity.

Next Steps

• The Reporting Persons may engage in future discussions with Reed's, Inc. management, board, and other stockholders regarding performance, strategic direction, capital allocation, strategic financing opportunities, board composition, and governance.
• D&D may acquire shares issuable upon exercise of the Issuer's warrants.

Key Dates

Recommendation

Keywords

Reed's Inc., RSH, SEC Filing, Schedule 13D, Beneficial Ownership, Majority Shareholder, Era Regenerative Medicine, D&D Source of Life Holding, PIPE Transaction, Common Stock, Corporate Governance, Investment, Share Acquisition, Controlled Company