8-K

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

November 6, 2008

Date of Report (Date of earliest event reported)

Reed’s, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-32501	95-4348325
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S.Employer Identification No.)

13000 South Spring Street, Los Angeles, California 90061

(Address of principal executive offices)

(Zip Code)

(310) 217-9400

Registrant's telephone number, including area code

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 (SEE General Instruction A.2. below):

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

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

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

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

Reed’s, Inc.

This Current Report on Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management, as well as estimates and assumptions made by the Registrant’s management. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant’s industry, operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

 Item 1.01 Entry into Material Definitive Agreement

Reed’s Inc., a Delaware corporation (“Reed’s”) entered into a new co-pack production agreement with The Lion Brewery, Inc., a Pennsylvania corporation (“The Lion”) whereby The Lion is brewing, producing, bottling and packaging Reed’s products. The new agreement, effective November 1, 2008 (the “Agreement”) is for a term of three years from the effective date and grants Reed’s the option to extend the contract for an additional one year period. The new Agreement replaces and supersedes Reed’s previous agreement with The Lion dated June 1, 2001.

Under the new Agreement, The Lion, Reed’s main co-pack facility, will continue to brew, produce, bottle and package Reed’s products. The Lion shall brew, produce, bottle and package and Reed’s shall purchase from The Lion all of the “Territory Requirements”. The “Territory Requirements” means all products to be directly sold to Reed’s direct customers at delivery points located in the United States east of the Mississippi River (the “Territory”).

The Lion has the right of first refusal should Reed’s intend to market other soda products or any product in any packaging or configurations not covered by the Agreement in the Territory.

Item 8.01 Other Events

On November 5, 2008, Reed’s issued a press release regarding the re-negotiated Agreement and anticipated results of 500 to 600 basis point improvement in the Company’s gross margin and estimated savings to Reed’s of over $1 million in manufacturing costs in 2009. Further information is set forth in the press release.

The foregoing summary of the press release does not purport to be complete and is qualified in its entirety by reference to the full text of the press release. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Document
99.1	Press Release dated November 6, 2008

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.

	REED’S, INC.
Dated: November 6, 2008	By:	/s/ Christopher J. Reed
		Christopher J. Reed President

EX-99.1

Exhibit 99.1

REED'S, INC. NEW CO-PACK PRODUCTION AGREEMENT WITH PRIMARY BREWERY PARTNER EXPECTED TO SIGNIFICANTLY IMPROVE MARGINS AND PROFITABILITY

-- Expected to Result in 500 to 600 Basis Points of Gross Margin Improvement in 2009 --

-- Estimated 2009 Savings of Over $1.0 Million --

Reed’s, Inc. (NASDAQ:REED - News) announced today that it has entered into a new co-pack production agreement with its primary brewery partner. The new agreement, effective November 1, 2008, extends for a period of three years from the effective date and grants Reed’s the option to extend the contract for an additional one year period. Under the agreement, Reed’s main co-pack facility will continue to brew and produce, bottle and package Reed’s products. The new agreement replaces Reed’s previous agreement with its brewery partner.

Christopher Reed, Founder and CEO of Reed’s, Inc., stated, “This new agreement enables us to significantly improve our gross margins and save us over $1 million in manufacturing cost in 2009. We are pleased to announce our re-negotiated co-pack agreement. The brewery’s commitment to quality extends over 100 years since it began operations in 1905.”

Mr. Reed continued, “Our ability to successfully re-negotiate our co-packing agreement is the result of the exceptional growth we have experienced over the last three years. Our revised agreement enables Reed’s to substantially reduce co-packing production costs, our largest manufacturing expense, resulting in tremendous gross margin improvement. We are especially pleased to achieve these margin enhancements and expense savings while maintaining the quality of our Ginger Brews and Premium Sodas.”

The re-negotiated agreement is part of Reed’s margin enhancement efforts and is anticipated to result in 500 to 600 basis point improvement in the Company’s gross margin in 2009.

About Reed’s, Inc.

Reed’s, Inc. makes the top selling premium sodas in natural food markets nationwide and is currently selling in 10,500 supermarkets in natural foods and mainstream. Its six award-winning non-alcoholic Ginger Brews are unique in the beverage industry being brewed not manufactured and use fresh ginger, spices and fruits in a brewing process that predates commercial soft drinks. In addition, the Company has acquired the top selling root beer line in natural foods, the Virgil’s Root Beer product line, and the top selling cola line in natural foods, the China Cola product line. Other product lines include: Reed’s Ginger Candies and Reed’s Ginger Ice Creams. Reed’s products are sold through specialty gourmet and natural food stores, supermarket chains, retail stores and restaurants nationwide and in Canada. For more information about Reed’s, please visit the company’s website at: www.reedsgingerbrew.com or call 800-99-REEDS.

SAFE HARBOR STATEMENT

Some portions of this press release, particularly those describing Reed's goals and strategies, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. While Reed's is working to achieve those goals and strategies, actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties, including difficulties in marketing its products and services, need for capital, competition from other companies and other factors, any of which could have an adverse effect on the business plans of Reed's, its reputation in the industry or its expected financial return from operations and results of operations. In light of significant risks and uncertainties inherent in forward-looking statements included herein, the inclusion of such statements should not be regarded as a representation by Reed's that they will achieve such forward-looking statements. For further details and a discussion of these and other risks and uncertainties, please see our most recent reports on Form 10-KSB and Form 10-QSB, as filed with the Securities and Exchange Commission, as they may be amended from time to time. Reed's undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

Contact:

Integrated Corporate Relations

John Mills, 310-954-1105

jmills@icrinc.com