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. 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. 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.
Jones Soda Co. filed Amendment No. 2 to its 2025 annual report, adding a missing 2024 audit opinion and correcting an auditor PCAOB ID, while reaffirming full 2025 financials. The 2025 audit includes a going concern warning due to recurring losses and a net capital deficiency.
Net revenue rose to $25.3 million from $17.8 million, and the net loss narrowed to $1.8 million from $9.9 million, helped by a $3.9 million gain on the sale of its cannabis subsidiaries. Year-end cash increased to $3.6 million, but working capital turned slightly negative and total debt rose with a higher-cost credit facility.
The company sold its THC beverage business for a $3.0 million promissory note and a licensing deal initially valued at $1.7 million, then later sold the note for $1.4 million cash, recording a loss on that sale. It also secured a loan facility up to $10 million at 13.75% interest, with about $3.0 million outstanding at year-end. Management plans to cut costs and focus on higher-margin products and believes existing resources and this facility can fund operations for at least 12 months, though substantial doubt about long-term viability remains.
JONES SODA CO. reported that Chief Financial Officer Brian Meadows received a grant of employee stock options covering 750,000 shares of common stock at an exercise price of $0.2765 per share. After this grant, his reported derivative holdings total 2,000,000 options.
The options were issued under the company’s 2022 Omnibus Equity Incentive Plan. According to the vesting schedule, 250,000 options vest on March 27, 2027, another 250,000 on March 27, 2028, and the remaining 250,000 on March 27, 2029, all conditioned on his continued service. The options expire on March 26, 2036, giving a long-term incentive horizon tied to the company’s share performance.
Jones Soda Co. reported sharply improved results for the quarter ended March 31, 2026. Net revenue rose to about $12.4 million from $4.2 million a year earlier, driven mainly by Fallout-branded products sold through a club channel. Gross profit increased to roughly $3.9 million with gross margin of 31.3%.
The company moved from a net loss of about $0.9 million to net income of roughly $0.1 million, while cash increased to about $4.4 million. Operating cash flow from continuing operations remained negative at about $0.8 million, but improved versus 2025. Management still cites historical losses and a working capital deficit of about $0.2 million as factors raising substantial doubt about continuing as a going concern.
Jones Soda is expanding beyond craft sodas into modern sodas and alternative adult beverages, including hemp-derived HD9 and alcoholic “Spiked Jones” products, though pending federal legislation may force reformulation or discontinuation of HD9 lines. Liquidity support includes a $10 million credit facility at 13.75% interest and a brokered private placement of $2.5 million announced in April 2026.
Jones Soda Co. filed an amendment to its annual report to replace Part III after choosing not to file a 2026 proxy statement. The filing updates disclosures on directors, executive officers, board committees, compensation programs, equity incentives, beneficial ownership and related-party policies, without changing previously reported financial statements.
It details new leadership appointments in 2025, option and RSU grants under the 2022 Omnibus Equity Incentive Plan, director independence determinations, insider trading and clawback policies, and auditor fee information for 2024 and 2025.
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. reports its annual business overview and risk factors for the year ended December 31, 2025, highlighting ongoing losses and funding needs. The company incurred a net loss of $1.8 million, lifting its accumulated deficit to $94.7 million. Management stresses the need to meet sales goals and may require additional, potentially dilutive financing to support operations.
Jones is expanding beyond craft soda into modern soda and alternative adult beverages, including hemp-derived HD9 and alcohol-based products, but new federal legislation is expected to force significant reformulation or discontinuation of current HD9 lines. In 2025, about 39% of net revenue came from licensed properties such as the Fallout collaboration, and one customer represented roughly 31% of revenue, underscoring customer and brand concentration risk.