Jones Soda CFO buys units with stock and warrants

Accepted by SEC EDGAR 08/07/2026 - 02:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

JONES SODA CO. Chief Financial Officer Brian Meadows purchased 303,030 Investor Units in a private placement from the company at $0.33 per Unit. Each Unit consists of one common share and one-half of a share purchase warrant, giving him 303,030 common shares and 151,515 warrants.

Each whole warrant entitles the holder to buy one common share at an exercise price of $0.45 per share and may be exercised for 36 months following the August 6, 2026 completion of the private placement, with a stated expiration on August 6, 2029, subject to possible accelerated expiration by the company.

Insider Trade Summary

Net Buyer: 454,545 shares

Net Buy 2 txns

Insider Meadows Brian

Role Chief Financial Officer

Bought 454,545 shs

Type	Security	Shares	Price	Value
Purchase	Common Stock Warrant (right to buy) F1, F2	151,515	--	--
Purchase	Common Stock F1	303,030	--	--

Holdings After Transaction: Common Stock Warrant (right to buy) — 151,515 warrants (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 August 6, 2026. However, the issuer may accelerate the expiration of the Warrants, subject to specified conditions.

Key Figures

Investor Units purchased: 303,030 Units Common shares acquired: 303,030 shares Warrants acquired: 151,515 warrants +4 more

7 metrics

Investor Units purchased 303,030 Units Purchased by CFO Brian Meadows at $0.33 per Unit in a private placement

Common shares acquired 303,030 shares Shares of common stock included in the 303,030 Investor Units purchased

Warrants acquired 151,515 warrants Share purchase warrants included in the Investor Units, each for one common share

Unit purchase price $0.33 per Unit Price paid for each Investor Unit in the private placement

Warrant exercise price $0.45 per share Exercise price per Warrant Share under the share purchase warrants

Warrant exercise period 36 months Period following August 6, 2026 during which the warrants may be exercised

Warrant expiration date August 6, 2029 Stated expiration date of the share purchase warrants, subject to acceleration

Key Terms

Private Placement, Investor Units, Share purchase warrant, Warrant Share

4 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"

Share purchase warrant financial

"plus one half (1/2) of a Share purchase warrant (a "Warrant")"

A share purchase warrant is a tradable instrument that gives its holder the right, but not the obligation, to buy a company’s shares at a fixed price within a set time frame. Think of it like a coupon to buy a product at today’s price later on; warrants matter to investors because exercising them can increase the number of shares outstanding (which can lower existing share value) and they offer a leveraged way to benefit if the stock rises above the warrant price.

Warrant Share financial

"to purchase one (1) Share (a "Warrant Share") at an exercise price of $0.45"

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 JSDA CFO Brian Meadows acquire in the August 6, 2026 transaction?

CFO Brian Meadows acquired 303,030 Investor Units from JONES SODA CO. in a private placement at $0.33 per Unit. Each Unit includes one common share and one-half warrant, resulting in 303,030 shares and 151,515 warrants being reported.

How many JONES SODA CO. (JSDA) common shares did the CFO obtain?

Brian Meadows obtained 303,030 shares of JONES SODA CO. common stock through the Investor Units. Each Unit contained one common share, and all 303,030 Units purchased in the private placement contributed one share each to this total.

What warrants did the JSDA CFO receive in this insider purchase?

From the 303,030 Investor Units, Brian Meadows received 151,515 share purchase warrants. Each Unit includes one-half warrant, and every whole warrant entitles the holder to purchase one additional JONES SODA CO. common share, called a Warrant Share.

What is the exercise price and term of the JSDA warrants bought by the CFO?

The warrants have an exercise price of $0.45 per share and may be exercised for 36 months after the August 6, 2026 private placement, with a stated expiration on August 6, 2029, subject to possible accelerated expiration by the company.

Was the JSDA insider buying done through a private placement with the issuer?

Yes. The filing states the securities are included in 303,030 Investor Units purchased from the issuer at $0.33 per Unit in a private placement transaction, rather than open-market purchases, combining common shares with share purchase warrants.

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

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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^*

Meadows Brian

(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)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2026

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	08/06/2026		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	08/06/2026		P		151,515(1)		08/06/2026	08/06/2029(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 August 6, 2026. However, the issuer may accelerate the expiration of the Warrants, subject to specified conditions.

	/s/ Brian Meadows	08/07/2026
	** 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)