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. 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. reported an equity grant to its Chief Operating Officer on a Form 4. The executive received an employee stock option to purchase 1,200,000 shares of common stock at an exercise price of $0.25 per share, dated December 8, 2025, with expiration on December 8, 2035.
The options vest over four years starting from the December 8, 2025 vesting commencement date. 300,000 options vest on the first anniversary, another 300,000 on the second anniversary, another 300,000 on the third anniversary, and the final 300,000 on the fourth anniversary, in each case subject to the officer’s continued service.
Jones Soda Co. insider filing shows no securities owned. Chief Operating Officer Darcey Jo Macken filed an individual ownership report indicating that no non-derivative or derivative securities of Jones Soda Co. are beneficially owned. This means the executive reports holding no company shares or related options as of the stated event date.
Jones Soda Co. director Gregg Reichman reported the vesting of previously granted restricted stock units (RSUs) that converted into common shares. On July 31, 2025, 230,002 RSUs vested and were settled into 230,002 shares of common stock at an exercise price of $0, bringing his directly held common stock to 1,646,667 shares. On September 30, 2025, an additional 115,001 RSUs vested into 115,001 common shares at $0, increasing his direct holdings to 1,761,668 shares.
The filing notes that on July 18, 2025, Reichman was granted a total of 460,003 RSUs. Of this grant, 50% vested on July 31, 2025, 25% vested on September 30, 2025, and the remaining 25% are scheduled to vest on December 31, 2025. Each RSU represents a contingent right to receive one share of common stock upon settlement and does not require payment by the holder at vesting.
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. director Clive Sirkin reported stock vesting activity. On July 31, 2025, 230,002 restricted stock units (RSUs) converted into the same number of shares of Jones Soda common stock, increasing his directly held shares to 2,811,607. On September 30, 2025, a further 115,001 RSUs converted into 115,001 common shares, bringing his directly held shares to 2,926,608.
The RSUs were originally part of a 460,003-unit grant made on July 18, 2025. Half of this grant vested into shares on July 31, 2025, another 25% vested on September 30, 2025, and the remaining 25% are scheduled to vest into shares on December 31, 2025. Each RSU converts into one share of common stock on vesting and does not require any cash payment by the director.
Jones Soda Co. director Paul Norman reported stock awards converting into common shares through restricted stock unit (RSU) vesting. On July 31, 2025, 230,002 RSUs vested into the same number of common shares, bringing his beneficial ownership to 2,676,548 directly held shares. On September 30, 2025, a further 115,001 RSUs vested into common shares, increasing his holdings to 2,791,549 shares.
The RSUs were originally granted on July 18, 2025 as part of a 460,003‑unit award, vesting 50% on July 31, 25% on September 30, and the remaining 25% scheduled to vest on December 31, 2025. Each RSU converts into one share of common stock and does not require the director to pay any cash on vesting.
Jones Soda Co. director reports RSU vesting and share acquisitions. A director of Jones Soda Co. (JSDA) reported the conversion of restricted stock units (RSUs) into common shares. On July 31, 2025, 186,877 RSUs vested and converted into the same number of common shares, increasing the director’s directly held stake to 2,219,260 shares. On September 30, 2025, an additional 93,438 RSUs vested into 93,438 common shares, bringing direct holdings to 2,312,698 shares.
The RSUs were part of a grant of 460,003 RSUs made on July 18, 2025. Under this grant, 50% vested on July 31, 2025, 25% vested on September 30, 2025, and the remaining 25% are scheduled to vest on December 31, 2025. Each RSU converts into one share of common stock and does not require any cash payment by the director upon vesting.
Jones Soda Co director Ron Dissinger reported equity compensation activity through restricted stock unit (RSU) vesting into common shares. On July 31, 2025, 230,002 RSUs converted into the same number of common shares, bringing his beneficially owned common stock to 811,396 shares held directly. On September 30, 2025, an additional 115,001 RSUs vested into common shares, increasing his directly held common stock to 926,397 shares.
The RSUs were part of a grant of 460,003 units awarded on July 18, 2025, with 50% vesting on July 31, 2025, 25% on September 30, 2025, and the remaining 25% scheduled to vest on December 31, 2025. Each RSU converts into one share of Jones Soda common stock and does not require any cash payment by the director upon vesting.