Jones Soda Co. (OTC: JSDA) details $2.5M unit financings with warrants
Rhea-AI Filing Summary
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.
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Insights
Jones Soda raises up to $2.5M through unit private placements with attached warrants.
Jones Soda Co. is using unit private placements to bring in up to $2.5 million of new capital. Each Unit combines one common share with a half-warrant exercisable at $0.45 for 36 months, potentially increasing future equity if warrants are exercised.
The structure includes an acceleration clause if the share price exceeds $0.47 for five consecutive trading days, which can shorten the warrant life. A Registration Rights Agreement obligates the company to file a resale registration with the SEC within 30 days, with monetary penalties if it does not, adding a near-term compliance milestone.
A finder received an 8.0% cash fee on the $1,735,000 component and warrants equal to 8.0% of Units issued, increasing total warrant overhang. The company indicates proceeds will support growth and general working capital, which can relieve liquidity pressure but also implies incremental dilution to existing shareholders once the shares and any warrant exercises are reflected in the float.
8-K Event Classification
Key Figures
Key Terms
Registration Rights Agreement regulatory
Regulation D regulatory
Regulation S regulatory
non-brokered private placement financial
accredited investors regulatory
Acceleration Event financial
FAQ
What financing transaction did JSDA complete according to the July 2026 8-K?
How are the JSDA warrants structured in the July 2026 offerings?
What registration rights did JSDA grant investors in the July 2026 placement?
How much did JSDA raise in the press-release private placement and what were the fees?
What is the size of the additional non-brokered private placement JSDA announced?
For what purposes does JSDA plan to use the proceeds from these offerings?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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):
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Item 1.01 Entry into a Material Definitive Agreement.
On July 7, 2026, Jones Soda Co. (the “Company”) issued 7,500,000 units (the “Units”) at $0.33 per Unit, for aggregate gross proceeds of $2.5 million (the “Offering”), with each Unit being composed of: (i) one (1) common share in the authorized share structure of the Company (a “Share”); and (ii) one-half (1/2) of a Share purchase warrant (a “Warrant”). Each whole Warrant will be exercisable into one Share (each, a “Warrant Share”) at an exercise price of $0.45 per Warrant Share for a period of 36 months from the date of issuance, subject to the Company having the right at its option to accelerate the expiry date of the Warrants to the date that is 30 days following delivery of a notice of acceleration to holders of Warrants if at any time the closing price of the Common Shares on the OTCQB or other stock exchange or over-the-counter market in the United States or on the Canadian Securities Exchange (the “CSE”) exceeds $0.47 (for the purposes of the CSE, the equivalent in Canadian dollars based on the daily exchange rate published by the Bank of Canada) for a period of five (5) consecutive trading days (the “Warrant Exercise Period”). Each whole Warrant may be exercised at any time during the Warrant Exercise Period upon the voluntary election to exercise by the Warrant holder.
The Units were offered and sold in the Offering: (i) in the United States to accredited investors in reliance on Rule 506(b) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”); and (ii) outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.
In connection with the issuance of the Units in the Offering, the Company signed on July 7, 2026, a registration rights agreement with each of the purchasers of the Units in the Offering (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Company is required to file a registration statement with the United States Securities and Exchange Commission (the “SEC”) within 30 days from the closing of the Offering that registers for resale the Shares issued in the Offering as well as the Shares issuable of upon the exercise of the Warrants. The failure on the part of the Company to file the registration statement with the SEC within this timeframe may subject the Company to payment of certain monetary penalties.
The foregoing description of the Warrants and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the forms of warrant and registration rights agreement, which are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated into this Item 1.01 by reference.
Item 3.02 Unregistered Sales of Equity Securities
The information contained or incorporated in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events.
On July 7, 2026, the Company issued a press release announcing the closing of the Offering. Pursuant to Rule 135c under the Securities Act, the Company is filing herewith this press release as Exhibit 99.1 hereto.
On July 8, 2026, the Company issued a press release announcing the closing of the Offering. A copy of such press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The description of the press release is only a summary and is qualified in its entirety by reference to the full text of such document, which is included as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Form of Warrant | |
| 10.1 | Form of Registration Rights Agreement | |
| 99.1 | Press Release dated July 7, 2026 | |
| 99.2 | Press Release dated July 8, 2026 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company cautions that statements in this report and its exhibits that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” included in the Company’s reports and filings made with the SEC. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.
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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 10, 2026 | ||
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Exhibit 99.1
Jones Soda Co. Announces Closing of Private Placement
PR Newswire
SEATTLE, July 7, 2026 /PRNewswire/ - Jones Soda Co. (CSE: JSDA) (OTCQB: JSDA) (“Jones Soda” or the “Company”) is pleased to announce that it has closed its previously announced private placement offering of units of the Company (the “Offering”) composed of: (i) one (1) common share in the capital of the Company (each, a “Common Share”); and (ii) one-half (1/2) of one detachable share purchase warrant (each whole warrant, a “Warrant”, and together with a Common Share, a “Unit”) for aggregate gross proceeds of $1,735,000.
The Company intends to use the net cash proceeds of the Offering to support growth and for general corporate purposes.
In connection with the Offering, the Company paid Revere Securities LLC, who acted as a finder in the Offering a cash fee equal to 8.0% of the gross proceeds from the Offering as well as Warrants equal to the 8.0% of the total number of Units issued in the Offering.
Important Notice
This press release is being issued in compliance with the disclosure requirements of the Canadian Securities Exchange and is directed solely to persons in jurisdictions in which the distribution of this information is not prohibited or restricted by law.
No securities regulatory authority has approved or disapproved of the contents of this new release.
None of the Units, nor the underlying Common Shares and Warrants that were offered and sold in the Offering were registered under the United States Securities Act of 1933, as amended, (the “U.S. Securities Act”) at the time of the Offering, however, such Common Shares issued in the Offering and the Common Shares underlying the Warrants include registration rights. None of the securities issued in the Offering or any underlying securities may be offered or sold in the United States absent registration under the U.S. Securities Act and all applicable state securities laws or an applicable exemption from such registration requirements.
This press release is intended for informational purposes and shall not constitute an offer to sell, or a solicitation of an offer to purchase, these securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
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.
Forward-Looking Statements:
This press 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 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 press 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 press release are made as of the date of this press 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.
Exhibit 99.2
Jones Soda Co. Announces Non-Brokered Private Placement of up to US$765,000
Canada NewsWire
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
SEATTLE, July 8, 2026 /CNW/ - Jones Soda Co. (CSE: JSDA) (OTCQB: JSDA) (“Jones Soda” or the “Company”), is pleased to announce that it intends to complete a non-brokered private placement (the “Offering”) of up to 2,318,182 units of the Company (each, a “Unit”) at a price of US$0.33 per Unit, for aggregate gross proceeds of up to US$765,000. This raise in conjunction with the recently closed offer to US investors will bring the total funds raised to USD 2.5 million.
Each Unit will be comprised of one common share in the authorized share structure of the Company (a “Share”) plus one-half (1/2) of one Share purchase warrant (a “Warrant”). Each whole Warrant will entitle the holder thereof to purchase one Share (each, a “Warrant Share”) at an exercise price of US$0.45 per Warrant Share for 36 months following the completion of the Offering (the “Expiry Time”). If at any time prior to the Expiry Time, the closing trading price of the underlying Common Shares on either the OTCQB Venture Marketplace (the “Exchange”) or other stock exchange or over-the-counter market in the United States where the Common Shares are then trading, exceeds US$0.47 (provided that such price shall be adjusted in the same manner as the Exercise Price as provided for in the terms of the Warrants) for a period of five consecutive trading days, the Corporation may deliver a notice to the holders of outstanding Warrants (an “Acceleration Event”) accelerating the Expiry Time of the Warrants to the date that is 30 calendar days following the date of such notice (the “Accelerated Exercise Time”), and if an Acceleration Event occurs, any unexercised Warrants will automatically expire at the end of the Accelerated Exercise Time.
Proceeds from the Offering are intended to be used for general working capital purposes.
The Units and the underlying securities issued pursuant to the Offering will be subject to a four-month plus one day hold period from closing of the Offering in accordance with applicable securities legislation and completion is subject to receipt of applicable regulatory approvals, including the approval of the CSE. The proceeds from the Offering will be used for general working capital purposes.
Important Notice
None of the Units were offered to U.S. persons. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or under any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
This news release is being issued in compliance with the disclosure requirements of the Canadian Securities Exchange and is directed solely to persons in jurisdictions in which the distribution of this information is not prohibited or restricted by law. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No securities regulatory authority has approved or disapproved of the contents of this new release. This new release is not for distribution to the United States newswire services or for dissemination in the United States.
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.
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.