Jones Soda Co SEC Filings

Norman Paul T reported acquisition or exercise transactions in this Form 4 filing.

Jones Soda Co. director Norman Paul T received a grant of 242,425 restricted stock units (RSUs). Each RSU represents one share of common stock upon settlement; 50% are scheduled to vest on July 31, 2026, 25% on September 30, 2026, and 25% on December 31, 2026, with 242,425 RSUs reported as directly held after the award.

Jones Soda Co. reported that director Mark F. Murray received a grant of 98,485 shares of Common Stock on 2026-07-15. The award was recorded as a "Grant, award, or other acquisition" at a reported price of $0.00 per share, increasing his direct holdings to 2,504,621 shares.

Jones Soda Co. director Gregg Reichman reported a compensation-related acquisition of 242,425 Restricted Stock Units (RSUs) on July 15, 2026. Each RSU represents a contingent right to receive one share of common stock. The award is scheduled to vest 50% on July 31, 2026, 25% on September 30, 2026, and 25% on December 31, 2026, with 242,425 RSUs held directly after the grant.

SIRKIN CLIVE M reported acquisition or exercise transactions in this Form 4 filing.

Jones Soda Co. granted director Clive M. Sirkin 242,425 restricted stock units (RSUs) on July 15, 2026. Each RSU represents one share of common stock upon settlement. 50% of the award is scheduled to vest on July 31, 2026, 25% on September 30, 2026, and 25% on December 31, 2026.

Jones Soda Co. reported that director Mark Murray notified the Board on July 13, 2026 that he is retiring from the Board, effective immediately, for personal reasons. The company states his departure did not result from any disagreement with the company, its management, the Board, any committee, or its operations, policies or practices.

The company issued a press release on July 14, 2026 confirming his resignation and highlighting his contributions to the company’s recent turnaround. The remaining directors will continue to serve while the Board evaluates the timing and need for appointing an additional director as part of its ongoing corporate governance and succession-planning process.

Jones Soda Co. entered into a material financing agreement involving unit private placements. On July 7, 2026, the company issued 7,500,000 Units at $0.33 per Unit for aggregate gross proceeds of $2.5 million. Each Unit consists of one common share and one-half of a share purchase warrant. Each whole warrant allows purchase of one share at $0.45 for 36 months, with an acceleration feature if the share price exceeds $0.47 for five consecutive trading days.

Units were sold to U.S. accredited investors under Rule 506(b) of Regulation D and to non-U.S. persons under Regulation S. Jones Soda entered into a Registration Rights Agreement requiring it to file a resale registration statement with the SEC within 30 days, with monetary penalties if it fails. A related press release notes a private placement for gross proceeds of $1,735,000, including an 8.0% cash fee and 8.0% warrant compensation to the finder, and a planned non-brokered private placement of up to 2,318,182 Units for additional gross proceeds of up to US$765,000, with proceeds intended for growth initiatives and general working capital.

Jones Soda Co. President and CEO Scott F. Harvey reported buying 303,030 Investor Units in a private placement at $0.33 per Unit. Each Unit includes one common share and one-half warrant, giving him 303,030 shares and 151,515 warrants.

Each whole warrant allows purchase of one share at an exercise price of $0.45 per share. The warrants are exercisable for 36 months following completion of the private placement on July 7, 2026, and the company may accelerate their expiration under specified conditions.

Jones Soda Co. filed Amendment No. 2 to its 2025 annual report, adding a missing 2024 audit opinion and correcting an auditor PCAOB ID, while reaffirming full 2025 financials. The 2025 audit includes a going concern warning due to recurring losses and a net capital deficiency.

Net revenue rose to $25.3 million from $17.8 million, and the net loss narrowed to $1.8 million from $9.9 million, helped by a $3.9 million gain on the sale of its cannabis subsidiaries. Year-end cash increased to $3.6 million, but working capital turned slightly negative and total debt rose with a higher-cost credit facility.

The company sold its THC beverage business for a $3.0 million promissory note and a licensing deal initially valued at $1.7 million, then later sold the note for $1.4 million cash, recording a loss on that sale. It also secured a loan facility up to $10 million at 13.75% interest, with about $3.0 million outstanding at year-end. Management plans to cut costs and focus on higher-margin products and believes existing resources and this facility can fund operations for at least 12 months, though substantial doubt about long-term viability remains.

JONES SODA CO. reported that Chief Financial Officer Brian Meadows received a grant of employee stock options covering 750,000 shares of common stock at an exercise price of $0.2765 per share. After this grant, his reported derivative holdings total 2,000,000 options.

The options were issued under the company’s 2022 Omnibus Equity Incentive Plan. According to the vesting schedule, 250,000 options vest on March 27, 2027, another 250,000 on March 27, 2028, and the remaining 250,000 on March 27, 2029, all conditioned on his continued service. The options expire on March 26, 2036, giving a long-term incentive horizon tied to the company’s share performance.