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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): September 9, 2025
JONES
SODA CO.
(Exact
Name of Registrant as Specified in Its Charter)
Washington
(State
or Other Jurisdiction of Incorporation)
| 000-28820 |
|
52-2336602 |
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1522
Western Avenue, Suite 24150,
Seattle,
Washington |
|
98101 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(206)
624-3357
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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 (see General Instruction 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)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Securities
registered pursuant to Section 12(b) of the Act: None
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
September 9, 2025, Jones Soda Co. (the “Company”) agreed to grant Brian Meadows, the Company’s Chief Financial Officer,
options to purchase 750,000 common shares of the Company (the “Stock Options”) under the Company’s 2022 Omnibus Equity
Incentive Plan upon the Company’s completion of certain milestones.
The
Stock Options will be formally granted within 30 days following confirmation by the Company’s Board of Directors that all of the designated milestones have been completed, and the Stock Options will 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 the grant date, 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.
| Date:
September 12, 2025 |
JONES
SODA CO. |
| |
|
| |
/s/
Scott Harvey |
| |
Scott Harvey |
| |
Chief
Executive Officer |
