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.

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