Jones Soda Co. filings document material events for the beverage company, including furnished results releases, conference-call related exhibits, material agreements and changes to financial obligations. Recent 8-K disclosures cover a revolving credit facility for Jones Soda Co. (USA) Inc., assignment of a secured promissory note, related warrant issuance and the intended use of proceeds for working capital.
The company’s filings also record governance and reporting matters, including executive appointments, equity-incentive compensation under the 2022 Omnibus Equity Incentive Plan, changes in the independent registered public accounting firm and disclosures about internal control over financial reporting.
Jones Soda Co. director Ronald L. Dissinger had 121,213 restricted stock units vest on July 31, 2026, converting into an equal number of common shares at no cost. His direct common stock holdings increased to 1,162,611 shares. The RSUs were part of a 242,425-unit grant made on July 15, 2026, with the remaining 121,212 RSUs scheduled to vest 25% on September 30, 2026 and 25% on December 31, 2026.
Jones Soda Co., a Washington-based premium beverage company, plans a public offering of common stock in connection with an intended listing on the Nasdaq Capital Market under the symbol “JBEV.” The shares are currently quoted on the OTCQB and CSE under “JSDA.” The offering will provide net proceeds to Jones Soda, which are expected to be used for working capital and general corporate purposes, with flexibility to pursue complementary acquisitions or in-licensing opportunities. Underwriters receive a 45‑day over‑allotment option and Representative’s Warrants equal to 5% of shares sold, and the company plus key holders are subject to six‑month lock‑ups.
Jones Soda develops, markets and distributes premium craft and modern sodas and alternative adult beverages across DSD, direct‑to‑retail and e‑commerce channels in the U.S. and Canada. Net revenue was 12,432 (in thousands of dollars) for the three months ended March 31, 2026 with net income of 115 (in thousands), versus net loss of 852 (in thousands) a year earlier; 2025 net revenue was 25,303 (in thousands) with a net loss of 1,779 (in thousands) compared with a 9,895 (in thousands) net loss in 2024. As of July 30, 2026, 124,836,058 shares of common stock were outstanding. Jones Soda highlights risks from an accumulated deficit, dependence on a few large customers, and potential federal restrictions that could force reformulation or discontinuation of hemp‑derived Delta‑9 THC products.
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. will hold a virtual annual shareholder meeting on September 4, 2026 at 9:00 a.m. Eastern, accessible via webcast at http://www.virtualshareholdermeeting.com/JSDA2026. Holders of common stock at the close of business on July 13, 2026, when 124,836,058 shares were outstanding, may vote, with quorum reached at 41,612,020 shares.
Shareholders are asked to elect four directors for one-year terms, approve on an advisory basis the 2025 compensation of named executive officers, and ratify Davidson & Company LLP as independent registered public accounting firm for the year ending December 31, 2026. The Board recommends voting “FOR” all nominees and proposals.
The company highlights a four-member, all-independent Board with Audit, Compensation and Governance, and M&A/Investments committees, and codes of ethics, conduct, and insider trading (including anti-hedging) policies. 2025 CEO pay totaled $1,391,028, with equity-heavy packages and revenue/EBITDA-based bonus targets; pay-versus-performance data show a 2025 net loss of $1.8 million and a total shareholder return value of $175 on a $100 base investment. Davidson billed $265,703 in 2025 audit fees following the mid-2025 replacement of the prior auditor.
Jones Soda Co., a Washington corporation, filed a new notice of an exempt securities offering under Rule 506(b) of Regulation D. The company is offering equity and options, warrants or other rights to acquire securities.
The offering has resulted in $1,735,000 USD total amount sold with $0 remaining to be sold as of the filing. The date of first sale was July 7, 2026. Revere Securities LLC is listed for sales compensation and is entitled to 8.0% of the gross proceeds from the offering, while finders’ fees are reported as $0.
Dissinger Ronald L reported acquisition or exercise transactions in this Form 4 filing.
JONES SODA CO. director Ronald L. Dissinger received a grant of 242,425 Restricted Stock Units (RSUs) on July 15, 2026. Each RSU represents a contingent right to receive one share of common stock upon settlement. The award vests in tranches: 50% on July 31, 2026, 25% on September 30, 2026, and 25% on December 31, 2026. After this compensation grant, he holds 242,425 RSUs directly.
Norman Paul T reported acquisition or exercise transactions in this Form 4 filing.
Jones Soda Co. director Norman Paul T received a grant of 242,425 restricted stock units (RSUs). Each RSU represents one share of common stock upon settlement; 50% are scheduled to vest on July 31, 2026, 25% on September 30, 2026, and 25% on December 31, 2026, with 242,425 RSUs reported as directly held after the award.
Jones Soda Co. reported that director Mark F. Murray received a grant of 98,485 shares of Common Stock on 2026-07-15. The award was recorded as a "Grant, award, or other acquisition" at a reported price of $0.00 per share, increasing his direct holdings to 2,504,621 shares.
Jones Soda Co. director Gregg Reichman reported a compensation-related acquisition of 242,425 Restricted Stock Units (RSUs) on July 15, 2026. Each RSU represents a contingent right to receive one share of common stock. The award is scheduled to vest 50% on July 31, 2026, 25% on September 30, 2026, and 25% on December 31, 2026, with 242,425 RSUs held directly after the grant.
SIRKIN CLIVE M reported acquisition or exercise transactions in this Form 4 filing.
Jones Soda Co. granted director Clive M. Sirkin 242,425 restricted stock units (RSUs) on July 15, 2026. Each RSU represents one share of common stock upon settlement. 50% of the award is scheduled to vest on July 31, 2026, 25% on September 30, 2026, and 25% on December 31, 2026.