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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): March 27, 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, STE 24150, |
|
|
|
|
| Seattle,
Washington |
|
|
|
98101 |
| (Address
of Principal Executive Offices) |
|
|
|
(Zip
Code) |
Registrant’s Telephone Number, Including Area Code: (206) 624-3357
(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 obligation of the registrant under
any of the following provisions:
| ☐ | 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 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
March 27, 2026, Jones Soda Co. (the “Company”) amended the terms related to the option grant to Brian Meadows, the Company’s
Chief Financial Officer, which occurred on September 9, 2025, to purchase 750,000 shares of common stock of the Company (the “Stock
Options”) under the Company’s 2022 Omnibus Equity Incentive Plan.
The
grant was originally conditioned upon the Company’s completion of certain milestones and the Company amended the grant to remove
such conditions and provide that the Stock Options shall vest over a three-year period, with annual cliff vesting such that one-third
(1/3) of the Stock Options vest on each anniversary of March 27, 2026, provided that Mr. Meadows remains employed with the Company through
the applicable vesting date.
SIGNATURES
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. |
| |
|
|
|
| Date: |
April 2, 2026 |
By: |
/s/
Scott Harvey |
| |
|
|
Scott Harvey
Chief Executive Officer |
