Every 8-K that Jones Soda Co (JSDA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow JSDA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full JSDA filings page.
Jones Soda Co. completed a non-brokered private placement, closing the first tranche of its Canadian Offering of Units priced at US$0.33 per Unit, for aggregate gross proceeds of approximately $200,155. Each Unit consists of one common share and one-half of a common share purchase warrant.
Each whole Warrant allows the holder to buy one share at an exercise price of US$0.45 for 36 months following completion of the Offering. The Warrants may expire earlier if an Acceleration Event occurs, triggered when the common share price exceeds US$0.47 for five consecutive trading days, after which holders have 30 days to exercise. Insiders, including the CFO, participated for $100,000. The Units and underlying securities are subject to a four-month plus one day hold period and completion is subject to Canadian Securities Exchange approval. The company states it intends to use net proceeds to support growth and for general corporate purposes.
Jones Soda Co. amended a recent report to correct the terms of a July 7, 2026 private placement. The company reports issuing 5,257,576 Units at $0.33 per Unit, generating aggregate gross proceeds of $1,735,000.
Each Unit consists of one common share and one-half of a warrant. Each whole warrant is exercisable for one share at $0.45 for 36 months, and the company may accelerate expiry if the share price exceeds $0.73 for five consecutive trading days. The Units were sold in the United States to accredited investors under Rule 506(b) of Regulation D. A registration rights agreement requires a resale registration statement to be filed with the SEC within 30 days of closing, with potential monetary penalties for noncompliance. Jones Soda also noted an intention to complete an additional non-brokered private placement of Units for up to $765,000.
Jones Soda Co. reported that director Mark Murray notified the Board on July 13, 2026 that he is retiring from the Board, effective immediately, for personal reasons. The company states his departure did not result from any disagreement with the company, its management, the Board, any committee, or its operations, policies or practices.
The company issued a press release on July 14, 2026 confirming his resignation and highlighting his contributions to the company’s recent turnaround. The remaining directors will continue to serve while the Board evaluates the timing and need for appointing an additional director as part of its ongoing corporate governance and succession-planning process.
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.
Jones Soda Co. updated the compensation terms for its Chief Financial Officer, Brian Meadows. The company amended a stock option grant made on September 9, 2025 covering 750,000 shares of common stock under its 2022 Omnibus Equity Incentive Plan.
The grant was originally tied to the company achieving certain milestones. Jones Soda removed those performance conditions and changed the award to time-based vesting over three years, using annual cliff vesting so that one-third of the options vest on each anniversary of March 27, 2026, as long as Meadows remains employed through each vesting date.
Jones Soda Co. reported strong growth for the fourth quarter and full year 2025 while still posting a small net loss. Full-year 2025 revenue from continuing operations rose 41.9% to $25.3 million from $17.8 million, and net loss narrowed sharply to $1.8 million, or $(0.01) per share, from $9.9 million, or $(0.09) per share. Full-year Adjusted EBITDA from continuing operations improved to a loss of $2.0 million from a loss of $7.2 million.
In Q4 2025, revenue surged 450% to $11.7 million, driven mainly by club and direct-to-consumer licensed product sales. Q4 Adjusted EBITDA turned positive at $0.5 million, and Adjusted Gross Profit Margin increased to 32% from 10%, helped by higher gross profit.
Management is guiding to continued rapid growth, expecting Q1 2026 revenue to exceed $12 million, more than 260% above the prior-year quarter, and full-year 2026 revenue to exceed $40 million, more than 60% above 2025 revenue.
Jones Soda Co. entered into an Assignment and Assumption of Debt Agreement on January 16, 2026, selling a secured promissory note from MJ Reg Disrupters, LLC. The company assigned a Note with a remaining balance of $2,000,000 as of December 31, 2025 to Two Shores Capital Corp. for a cash payment of $1,400,000.
As part of the agreement, Jones Soda will issue warrants to Two Shores Capital to purchase 550,000 shares of common stock at $0.40 per share, exercisable for three years. The company plans to use the $1,400,000 in proceeds for general working capital.
Jones Soda Co. named consumer packaged goods veteran Darcey Macken as Chief Operating Officer effective December 8, 2025. She brings more than 20 years of leadership experience, including CEO roles at Myna Snacks and Planterra Foods and senior positions at Sovos Brands, Noosa Yoghurt, and Kellogg Company overseeing multibillion‑dollar portfolios.
Under her employment agreement, Ms. Macken will receive an annual base salary of $300,000 and is eligible for a discretionary annual cash bonus of up to 35% of base salary. She was also granted non‑qualified stock options to purchase up to 1,200,000 shares of Jones Soda common stock, vesting in four equal tranches of 300,000 options on each of December 8, 2026, December 8, 2027, December 8, 2028, and December 8, 2029, subject to continued service.
Separately, the Board appointed Jerry Goldner as Senior Vice President, Partnerships, and he resigned as Chief Growth Officer effective December 8, 2025.
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.
Jones Soda Co. filed a report describing a change in its independent auditor. With Audit Committee approval, the company dismissed Berkowitz, Pollack Brant Advisors + CPAs, LLP, which had audited its 2023 and 2024 financial statements. Those audit reports were clean, with no adverse or qualified opinions.
The filing states there were no disagreements with the former auditor on accounting principles, disclosures, or audit procedures. However, Berkowitz, Pollack Brant had previously reported material weaknesses in internal control over financial reporting, tied to turnover in senior accounting personnel around year-end 2024 and an understaffed, undertrained accounting team. On the same date, Jones Soda appointed Davidson & Company LLP as its new independent registered public accounting firm and notes it had not previously consulted Davidson on accounting or reporting matters.
Jones Soda Co. plans to grant its Chief Financial Officer, Brian Meadows, options to purchase 750,000 common shares under its 2022 Omnibus Equity Incentive Plan. The grant is contingent on the company completing certain designated milestones.
The stock options will be formally granted within 30 days after the Board of Directors confirms that all milestones have been met. They will vest over three years with annual cliff vesting, so one-third of the options vest on each anniversary of the grant date if Mr. Meadows remains employed through each vesting date.