Jones Soda CEO buys units in private placement

Jones Soda Co. President and CEO Scott F. Harvey reported buying 303,030 Investor Units in a private placement at $0.33 per Unit.

Rhea-AI Filing Summary

Jones Soda Co. President and CEO Scott F. Harvey reported buying 303,030 Investor Units in a private placement at $0.33 per Unit. Each Unit includes one common share and one-half warrant, giving him 303,030 shares and 151,515 warrants.

Each whole warrant allows purchase of one share at an exercise price of $0.45 per share. The warrants are exercisable for 36 months following completion of the private placement on July 7, 2026, and the company may accelerate their expiration under specified conditions.

Insider Trade Summary

Net Buyer: 454,545 shares

Net Buy 2 txns

Insider Harvey Scott F.

Role President and CEO

Bought 454,545 shs ($0.00)

Type	Security	Shares	Price	Value
Purchase	Common Stock Warrant (right to buy)	151,515	$0.00	$0.00
Purchase	Common Stock	303,030	$0.00	$0.00

Holdings After Transaction: Common Stock Warrant (right to buy) — 151,515 contracts (Direct); Common Stock — 303,030 shares (Direct)

Footnotes (2)

1. F1. The reported securities are included within 303,030 Investor Units (the "Units") purchased by the reporting person from the issuer for a price of $0.33 per Unit in a private placement transaction (the "Private Placement"). Each Unit is comprised of one (1) share of the issuer's common stock (a "Share") plus one half (1/2) of a Share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder thereof to purchase one (1) Share (a "Warrant Share") at an exercise price of $0.45 per Warrant Share.
2. F2. The Warrants may be exercised for 36 months following the completion of the Private Placement, which occurred on July 7, 2026. However, the issuer may accelerate the expiration of the Warrants, subject to specified conditions.

Key Figures

Common shares acquired: 303,030 shares Warrants acquired: 151,515 warrants Unit purchase price: $0.33 per Unit +4 more

7 metrics

Common shares acquired 303,030 shares Investor Units purchased in private placement

Warrants acquired 151,515 warrants Each Unit includes one-half warrant

Unit purchase price $0.33 per Unit Private placement pricing

Warrant exercise price $0.45 per share Exercise price per Warrant Share

Warrant exercise window 36 months Following completion of private placement on July 7, 2026

Shares held after transaction 303,030 shares Total common stock directly owned post-transaction

Warrants held after transaction 151,515 warrants Total common stock warrants directly owned post-transaction

Key Terms

Private Placement, Investor Units, Warrants, Common Stock Warrant (right to buy), +1 more

5 terms

Private Placement financial

"purchased by the reporting person from the issuer for a price of $0.33 per Unit in a private placement transaction"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Investor Units financial

"The reported securities are included within 303,030 Investor Units (the "Units") purchased by the reporting person"

Warrants financial

"Each Unit is comprised of one (1) share of the issuer's common stock plus one half (1/2) of a Share purchase warrant (a "Warrant")"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Common Stock Warrant (right to buy) financial

"Common Stock Warrant (right to buy) transaction reported as a derivative security"

Warrant Share financial

"Each whole Warrant will entitle the holder thereof to purchase one (1) Share (a "Warrant Share") at an exercise price"

A warrant share is an ordinary share of a company that an investor receives when they exercise a warrant — a tradable certificate that gives the holder the right to buy a share at a set price in the future. Think of a warrant as a coupon that can be redeemed for a product (a share); when redeemed it increases the total shares outstanding, which can dilute existing ownership but also brings cash into the company. Investors watch warrant shares because their exercise affects earnings per share, ownership percentages, and the company’s cash position.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Jones Soda (JSDA) CEO Scott Harvey buy in this Form 4?

Jones Soda CEO Scott F. Harvey bought 303,030 Investor Units in a private placement. Each Unit contains one common share and half a warrant, giving him 303,030 shares and 151,515 warrants linked to the company’s common stock.

What price did the Jones Soda (JSDA) CEO pay per Unit in the private placement?

Scott F. Harvey paid $0.33 per Investor Unit in the private placement. This price covered one common share plus one-half warrant, effectively bundling immediate equity ownership with additional potential future share purchases.

How many Jones Soda (JSDA) warrants did the CEO receive and what is the exercise price?

The CEO received 151,515 warrants tied to Jones Soda common stock. Each whole warrant allows him to buy one share at an exercise price of $0.45 per share, as disclosed in the Form 4 footnotes.

How long can the Jones Soda (JSDA) CEO exercise these warrants?

The warrants may be exercised for 36 months following completion of the private placement on July 7, 2026. The issuer also retains the right to accelerate the expiration date if certain specified conditions are met.

Is this Jones Soda (JSDA) CEO transaction an open-market purchase?

Although coded as a purchase, the Form 4 explains the securities were bought in a private placement. Harvey acquired 303,030 Units directly from Jones Soda, rather than through ordinary open-market trading on an exchange.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/09/2026 - 05:26 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Harvey Scott F.

(Last) (First) (Middle)

1522 WESTERN AVENUE SUITE 24150

(Street)

SEATTLE WASHINGTON 98101

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
JONES SODA CO. [ JSDA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/07/2026		P		303,030(1)	A	(1)	303,030	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrant (right to buy)(1)	$0.45	07/07/2026		P		151,515(1)		07/07/2026	07/07/2029(2)	Common Stock	151,515	(1)	151,515	D

Explanation of Responses:

1. The reported securities are included within 303,030 Investor Units (the "Units") purchased by the reporting person from the issuer for a price of $0.33 per Unit in a private placement transaction (the "Private Placement"). Each Unit is comprised of one (1) share of the issuer's common stock (a "Share") plus one half (1/2) of a Share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder thereof to purchase one (1) Share (a "Warrant Share") at an exercise price of $0.45 per Warrant Share.

2. The Warrants may be exercised for 36 months following the completion of the Private Placement, which occurred on July 7, 2026. However, the issuer may accelerate the expiration of the Warrants, subject to specified conditions.

	/s/ Brian Meadows, Attorney-in-Fact for Scott Harvey	07/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)