Jones Soda (JSDA) raises revolving loan cap and note to $10 million

Rhea-AI Filing Summary

Jones Soda Co., through its wholly owned U.S. subsidiary, entered into an amended loan agreement with Two Shores Capital Corp. that increases its revolving credit capacity. The Revolving Loan Cap under the existing loan agreement has been raised to $10 million, giving the subsidiary a larger borrowing base under its revolving facility.

The company also executed an amended and restated revolving credit note, which likewise increases the note’s principal amount to $10 million. These changes create a larger direct financial obligation for the company while providing additional access to debt financing for its operations.

Insights

Credit & Capital Structure Analyst

Jones Soda increases its revolving credit facility and note to $10 million, expanding borrowing capacity while adding to potential leverage.

Jones Soda, via its U.S. subsidiary, amended its loan agreement with Two Shores Capital to raise the Revolving Loan Cap to $10 million. An amended and restated revolving credit note was also executed, increasing the note’s principal to $10 million. This establishes a larger committed credit line the company can draw on for working capital or other corporate purposes, as allowed by the underlying terms.

The filing characterizes this as a material definitive agreement and a direct financial obligation, highlighting that any borrowings under the increased cap will sit as debt on the balance sheet. The overall impact will depend on how much of the facility is actually drawn and on the interest and covenant structure contained in the loan documents scheduled to be filed with the Form 10‑K for the year ending December 31, 2025.

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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): December 1, 2025

JONES SODA CO.

(Exact Name of Registrant as Specified in Its Charter)

Washington

(State or Other Jurisdiction of Incorporation)

0-28820		52-2336602
(Commission File Number)		(IRS Employer Identification No.)

4786 1st Avenue South, Suite 103, Seattle, Washington		98134
(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 1.01 Entry into a Material Definitive Agreement.

On December 1, 2025, Jones Soda Co. (USA) Inc. (the “Subsidiary”), a wholly-owned subsidiary of Jones Soda Co. entered into an Amendment to Loan Agreement (the “Amended Loan Agreement”) with Two Shores Capital Corp. (the “Lender”), pursuant to which that certain Loan Agreement, dated February 6, 2025, between Subsidiary and Lender (the “Original Loan Agreement”), was amended by increasing the Revolving Loan Cap (as defined in the Original Loan Agreement) to $10 million.

Additionally, on December 1, 2025, the Subsidiary entered into an Amended and Restated Revolving Credit Note (the “Amended Note”) which amended the terms of that certain Revolving Credit Note, dated February 19, 2025. Pursuant to the Amended Note, the principal amount of the note was increased to $10 million.

The foregoing descriptions of the Original Loan Agreement, the Amended Loan Agreement and the Amended Note do not purport to be complete and are qualified in their entirety by reference to the copies of the Original Loan Agreement, the Amended Loan Agreement and the Amended Note, which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ending December 31, 2025.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated herein by reference.

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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: December 5, 2025	JONES SODA CO.
	/s/ Brian Meadows
	Brian Meadows
	Chief Financial Officer

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FAQ

What did Jones Soda Co. (JSDA) announce in this 8-K?

Jones Soda Co., through its U.S. subsidiary, entered into an Amendment to Loan Agreement with Two Shores Capital Corp. and an Amended and Restated Revolving Credit Note that increase its revolving credit capacity to $10 million.

How much is Jones Soda Co.’s revised revolving loan cap under the amended agreement?

The Revolving Loan Cap under the amended loan agreement between Jones Soda Co.’s subsidiary and Two Shores Capital Corp. was increased to $10 million.

What is the new principal amount of Jones Soda Co.’s Amended and Restated Revolving Credit Note?

Under the Amended and Restated Revolving Credit Note dated December 1, 2025, the principal amount was increased to $10 million.

Which Jones Soda Co. entity is party to the amended loan agreement?

The counterparty is Jones Soda Co. (USA) Inc., a wholly owned subsidiary of Jones Soda Co., which entered into the Amended Loan Agreement and the Amended Note with Two Shores Capital Corp.

Where can investors find the full loan and note documents related to JSDA’s credit facility?

Jones Soda Co. states that copies of the Original Loan Agreement, the Amended Loan Agreement, and the Amended Note will be filed as exhibits to its Annual Report on Form 10-K for the year ending December 31, 2025.

How is this credit facility change reported from an accounting perspective for Jones Soda Co.?

The company identifies the amendment as both an Entry into a Material Definitive Agreement and the Creation of a Direct Financial Obligation, meaning it relates to a significant debt commitment.