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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
Date
of Report (date of earliest event reported): July 13, 2026
JONES
SODA CO.
(Exact
name of registrant as specified in its charter)
| Washington |
|
000-28820 |
|
52-2336602 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1522
Western Ave, Suite 24150
Seattle,
Washington 98101
(Address
of principal executive offices, including zip code)
(206)
624-3357
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions (see General Instructions A.2. below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Exchange Act: None
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
July 13, 2026, Mark Murray informed the Board of Directors (the “Board”) of Jones Soda Co. (the “Company”) that
he was retiring from the Board effective immediately for personal reasons. Mr. Murray’s retirement from the Board was not the result
of any disagreement between Mr. Murray and the Company, its management, the Board or any committee of the Board, or with respect to any
matter relating to the Company’s operations, policies or practices. As there are no disagreements as contemplated by Item 5.02(a)
of Form 8-K, the Company is disclosing this information pursuant to Item 5.02(b) of Form 8-K.
Item
8.01 Other Events.
On
July 14, 2026, the Company issued a press release announcing the resignation of Mark Murray from the Board. A copy of such press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press
Release dated July 14, 2026 |
| 104 |
|
Cover
Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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 hereunto duly authorized.
| |
JONES SODA CO. |
| |
|
|
| |
By: |
/s/
Scott Harvey |
| |
Name: |
Scott Harvey |
| |
Title: |
President and Chief Executive
Officer |
| |
|
|
| Date:
July 15,
2026 |
|
|
Exhibit
99.1
FOR
IMMEDIATE RELEASE
JONES
SODA CO. ANNOUNCES RESIGNATION OF DIRECTOR
SEATTLE,
Washington – July 14, 2026 – - Jones Soda Co. (CSE: JSDA) (OTCQB: JSDA) (“Jones Soda” or the “Company”)
today announces that Mark Murray has resigned from the Company’s Board of Directors, effective July 13, 2026.
The
Company thanks Mark for their service and valuable contributions during their tenure on the Board and wishes them continued success in
their future endeavors.
“On
behalf of the Board of Directors, I want to thank Mark Murray for his dedicated service and commitment to Jones Soda. Mark has been an
important part of the Company’s turnaround over the past several years, providing practical insight, sound judgment, and unwavering
support during a transformational period. His down-to-earth approach and ability to provide candid, thoughtful guidance have been invaluable
to both management and the Board. We are grateful for his many contributions, wish him continued success, and thank him for helping position
Jones Soda for its next chapter of growth.” said Paul Norman, Chairman of the Board.
The
Company confirms that Mark’s resignation was not the result of any disagreement with the Company relating to its operations, policies
or practices, including any matter relating to the Company’s accounting principles or practices, financial statement disclosure
or internal controls.
The
Board of Directors will continue to comprise its remaining members and will evaluate the timing and need for appointing an additional
director as part of its ongoing corporate governance and succession-planning process.
About
Jones Soda Co.
Jones
Soda Co.® (CSE: JSDA, OTCQB: JSDA) is a leading craft soda manufacturer. The Company markets and distributes premium craft sodas
under the Jones® Soda brand. Jones’ mainstream soda line is sold across North America in glass bottles, cans and on fountain
through traditional beverage outlets, restaurants and alternative accounts. The Company is headquartered in Seattle, Washington. For
more information, visit www.jonessoda.com or www.myjones.com.
For
further information: Media Contact: Eric Schnabel, (206) 436-8736, erics@jonessoda.com; Company Contact: Brian Meadows, Chief Financial
Officer, 1-206-624-3357; Investor Relations Contact: Clay Liolios, Gateway Group, Inc., 1-949-574-3860, JSDA@gateway-grp.com.
Forward-Looking
Statements:
This
news release may contain forward-looking information within the meaning of applicable securities legislation in both Canada and the United
States, which reflect management’s current expectations regarding future events. Such information includes, without limitation,
information regarding the size of the Offering and the intended use of proceeds from the Offering. Although the Company believes that
such information is reasonable, it can give no assurance that such expectations will prove to be correct.
Forward-looking
information is typically identified by words such as: “believe”, “expect”, “anticipate”, “intend”,
“estimate”, “postulate” and similar expressions, or are those, which, by their nature, refer to future events.
The Company cautions investors that any forward-looking information provided by the Company is not a guarantee of future results or performance
and that such forward-looking information is based upon a number of estimates and assumptions of management in light of management’s
experience and perception of trends, current conditions and expected developments, as well as other factors that management believes
to be relevant and reasonable in the circumstances, as of the date of this news release including, without limitation, that the Company
will be able to utilize the net proceeds of the Offering in the manner intended; that general business and economic conditions will
not change in a material adverse manner; and assumptions regarding political and regulatory stability and stability in financial
and capital markets.
Forward-looking
statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements
of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking
statements. Such risks and other factors include, among others: the risk that the Company may not be able to use the proceeds of the
Offering as intended; the state of the financial markets for the Company’s securities; the Company’s ability to
raise the necessary capital or to be fully able to implement its business strategies; the lack of demand for the Company’s
products and services; the ability to attract, retain, and motivate qualified personnel; competition in the industry; the impact of technology
changes on the products and industry; failure to develop new and innovative products; the ability to manage working capital; and the
dependence on key personnel; competition; litigation; failure of counterparties to perform their contractual obligation; and other risks
and factors that the Company is unaware of at this time.
The
forward-looking statements contained in this news release are made as of the date of this news release. The Company disclaims any intention
or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law. Additionally, Jones Soda undertakes no obligation to comment on the expectations of, or statements made by,
third parties in respect of the matters discussed above.
The
CSE does not accept responsibility for the adequacy or accuracy of the content of this press release.