Welcome to our dedicated page for JONES SODA CO. SEC filings (Ticker: JSDA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Jones Soda Co. filings document material events for the beverage company, including furnished results releases, conference-call related exhibits, material agreements and changes to financial obligations. Recent 8-K disclosures cover a revolving credit facility for Jones Soda Co. (USA) Inc., assignment of a secured promissory note, related warrant issuance and the intended use of proceeds for working capital.
The company’s filings also record governance and reporting matters, including executive appointments, equity-incentive compensation under the 2022 Omnibus Equity Incentive Plan, changes in the independent registered public accounting firm and disclosures about internal control over financial reporting.
Jones Soda Co. reported sharp top-line growth but remains unprofitable and liquidity-constrained for the quarter and six months ended June 30, 2026. Net revenue rose to $10.2 million in the quarter and $22.6 million year-to-date, up 108% and 148% from 2025, driven largely by Fallout-branded products sold through a club channel. Gross profit more than doubled, yet gross margin compressed to 28% for the quarter and 30% year-to-date versus 33% a year earlier, mainly from higher logistics and freight costs.
The company posted a quarterly net loss of $0.7 million and a year-to-date net loss of $0.5 million, compared to prior-year profits boosted by a one-time gain on disposal of cannabis subsidiaries. Cash was $2.4 million with a working capital deficit of about $0.5 million and $2.9 million of operating cash outflow. Management discloses recurring losses, negative operating cash flows, and an accumulated deficit of $95.3 million, raising substantial doubt about the ability to continue as a going concern.
Jones is funding operations through a $10 million secured credit facility with Two Shores at 13.75% interest and recent equity raises, including a $1.74 million brokered private placement and a subsequent ~$0.2 million Canadian non-brokered placement. The company continues to transition away from THC cannabis operations toward core craft sodas, modern sodas, and alternative adult beverages, while highlighting federal legislation that could force significant reformulation or discontinuation of its hemp-derived HD9 product lines.
Jones Soda Co. has filed a resale prospectus covering up to 8,795,472 shares of common stock, including 2,931,822 shares issuable upon exercise of outstanding warrants, to be sold from time to time by existing shareholders. The company will not receive any proceeds from these sales, though it will bear registration costs.
The company develops, markets and distributes premium beverages in the U.S. and Canada through direct store delivery, direct-to-retail and online channels, and has expanded into modern sodas and alternative adult beverages. It has a history of operating losses, significant customer concentration, and faces evolving regulatory risk around hemp-derived Delta-9 THC products.
Jones Soda Co. completed a non-brokered private placement, closing the first tranche of its Canadian Offering of Units priced at US$0.33 per Unit, for aggregate gross proceeds of approximately $200,155. Each Unit consists of one common share and one-half of a common share purchase warrant.
Each whole Warrant allows the holder to buy one share at an exercise price of US$0.45 for 36 months following completion of the Offering. The Warrants may expire earlier if an Acceleration Event occurs, triggered when the common share price exceeds US$0.47 for five consecutive trading days, after which holders have 30 days to exercise. Insiders, including the CFO, participated for $100,000. The Units and underlying securities are subject to a four-month plus one day hold period and completion is subject to Canadian Securities Exchange approval. The company states it intends to use net proceeds to support growth and for general corporate purposes.
JONES SODA CO. Chief Financial Officer Brian Meadows purchased 303,030 Investor Units in a private placement from the company at $0.33 per Unit. Each Unit consists of one common share and one-half of a share purchase warrant, giving him 303,030 common shares and 151,515 warrants.
Each whole warrant entitles the holder to buy one common share at an exercise price of $0.45 per share and may be exercised for 36 months following the August 6, 2026 completion of the private placement, with a stated expiration on August 6, 2029, subject to possible accelerated expiration by the company.
Jones Soda Co. is registering up to 8,795,472 shares of common stock for resale by existing investors, including 2,931,822 shares issuable upon exercise of outstanding warrants. All shares were originally sold in a private placement, and the company is not selling new shares or receiving proceeds from these resales. Its stock trades on the OTCQB and CSE under “JSDA,” with last reported prices on August 4, 2026 of $0.30 and $0.42 per share, respectively.
The company develops and markets premium beverages under brands such as Jones Soda, Pop Jones, Mary Jones and Spiked Jones, distributing through direct store delivery, direct to retail, fountain and e‑commerce channels in the U.S. and Canada. Risk disclosures highlight a history of net losses and an accumulated deficit, dependence on a few large customers and third‑party co‑packers, commodity and freight cost volatility, intense competition from major beverage companies, and significant regulatory uncertainty around hemp‑derived Delta‑9 THC Mary Jones products that may require reformulation or discontinuation.
JONES SODA CO. director Clive M. Sirkin reported RSU vesting into common stock. On July 31, 2026, 121,213 restricted stock units converted on a one-for-one basis into the same number of common shares without any cash payment. He now directly holds 3,162,821 common shares and 121,212 unvested RSUs, with remaining units scheduled to vest on September 30 and December 31, 2026.
Jones Soda director Gregg Reichman reported the vesting and conversion of 121,213 restricted stock units into an equal number of common shares on July 31, 2026. The RSUs required no cash payment on vesting. Following the transaction, he directly holds 1,997,882 common shares and 121,212 RSUs from this grant, with the remaining units scheduled to vest later in 2026.
Jones Soda Co. director Norman Paul T reported the vesting and conversion of 121,213 restricted stock units into the same number of common shares on July 31, 2026. The RSUs converted on a one-for-one basis at no cost, increasing his direct common stock holdings to 3,027,763 shares, with 121,212 RSUs remaining scheduled to vest later in 2026.
Jones Soda Co. director Ronald L. Dissinger had 121,213 restricted stock units vest on July 31, 2026, converting into an equal number of common shares at no cost. His direct common stock holdings increased to 1,162,611 shares. The RSUs were part of a 242,425-unit grant made on July 15, 2026, with the remaining 121,212 RSUs scheduled to vest 25% on September 30, 2026 and 25% on December 31, 2026.