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Current Report · Items 1.01, 3.02, 8.01, 9.01 · 8-K

Jones Soda Co

Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Other Events

Item 1.01 Entry into a Material Definitive Agreement. On July 7, 2026, Jones Soda Co. (the “Company”) issued 7,500,000 units (the “Units”) at $0.33 per Unit, for aggregate gross proceeds of $2.5 million (the “Offering”), with each Unit being composed of: (i) one (1) common share in the authorized share structure of the Company (a “Share”); and (ii) one-half (1/2) of a Share purchase warrant (a “Warrant”).…

Filed Jul 10, 2026Accepted Jul 10, 2026, 4:44 PM EDTCIK 1083522Accession 0001493152-26-032861
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Company context

Our company is a Washington corporation formed in 2000 as a successor to Urban Juice and Soda Company Ltd., a Canadian company formed in 1986. Our principal place of business is located at 1522 Western Ave, Suite 24150, Seattle, WA 98101. Our telephone number is (206) 624-3357.

Current securities

Historical securities (2)

Recent company filings

  1. Submission of Matters to a Vote of Security HoldersSep 10, 2026
  2. 10-Q filingAug 13, 2026
  3. EFFECT filingAug 12, 2026
  4. 424B3 filingAug 12, 2026
  5. Other EventsAug 11, 2026

Disclosure sections

Items 1.01, 3.02, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement. On July 7, 2026, Jones Soda Co. (the “Company”) issued 7,500,000 units (the “Units”) at $0.33 per Unit, for aggregate gross proceeds of $2.5 million (the “Offering”), with each Unit being composed of: (i) one (1) common share in the authorized share structure of the Company (a “Share”); and (ii) one-half (1/2) of a Share purchase warrant (a “Warrant”). Each whole Warrant will be exercisable into one Share (each, a “Warrant Share”) at an exercise price of $0.45 per Warrant Share for a period of 36 months from the date of issuance, subject to the Company having the right at its option to accelerate the expiry date of the Warrants to the date that is 30 days following delivery of a notice of acceleration to holders of Warrants if at any time the closing price of the Common Shares on the OTCQB or other stock exchange or over-the-counter market in the United States or on the Canadian Securities Exchange (the “CSE”) exceeds $0.47 (for the purposes of the CSE, the equivalent in Canadian dollars based on the daily exchange rate published by the Bank of Canada) for a period of five (5) consecutive trading days (the “Warrant Exercise Period”). Each whole Warrant may be exercised at any time during the Warrant Exercise Period upon the voluntary election to exercise by the Warrant holder. The Units were offered and sold in the Offering: (i) in the United States to accredited investors in reliance on Rule 506(b) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”); and (ii) outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. In connection with the issuance of the Units in the Offering, the Company signed on July 7, 2026, a registration rights agreement with each of the purchasers of the Units in the Offering (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Company is required to file a registration statement with the United States Securities and Exchange Commission (the “SEC”) within 30 days from the closing of the Offering that registers for resale the Shares issued in the Offering as well as the Shares issuable of upon the exercise of the Warrants. The failure on the part of the Company to file the registration statement with the SEC within this timeframe may subject the Company to payment of certain monetary penalties. The foregoing description of the Warrants and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the forms of warrant and registration rights agreement, which are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated into this Item 1.01 by reference.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities The information contained or incorporated in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events. On July 7, 2026, the Company issued a press release announcing the closing of the Offering. Pursuant to Rule 135c under the Securities Act, the Company is filing herewith this press release as Exhibit 99.1 hereto. On July 8, 2026, the Company issued a press release announcing the closing of the Offering. A copy of such press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The description of the press release is only a summary and is qualified in its entirety by reference to the full text of such document, which is included as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference. -2-
Filed exhibits (3)
EX-4.1 (by filename) ex4-1.htm

EX-4.1 2 ex4-1.htm EX-4.1 Exhibit 4.1 THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF JONES SODA CO. (THE “ISSUER”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, OR (C) IN ACCORDANCE WITH (1) RULE 144A UNDER THE SECURITIES ACT, IF AVAILABLE, OR (2) ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT, IN THE CASE OF (C)(2) ABOVE OR IF OTHERWISE REQUIRED BY THE ISSUER, AN OPINION OF COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE ISSUER, IS PROVIDED. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THIS WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT H…

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EX-99.1 (by filename) ex99-1.htm

EX-99.1 4 ex99-1.htm EX-99.1 Exhibit 99.1 Jones Soda Co. Announces Closing of Private Placement PR Newswire SEATTLE, July 7, 2026 /PRNewswire/ - Jones Soda Co. (CSE: JSDA) (OTCQB: JSDA) (“Jones Soda” or the “Company”) is pleased to announce that it has closed its previously announced private placement offering of units of the Company (the “Offering”) composed of: (i) one (1) common share in the capital of the Company (each, a “Common Share”); and (ii) one-half (1/2) of one detachable share purchase warrant (each whole warrant, a “Warrant”, and together with a Common Share, a “Unit”) for aggregate gross proceeds of $1,735,000. The Company intends to use the net cash proceeds of the Offering to support growth and for general corporate purposes. In connection with the Offering, the Company paid Revere Securities LLC, who acted as a finder in the Offering a cash fee equal to 8.0% of the gross proceeds from the Offering as well as Warrants equal to the 8.0% of the total number of Units issued in the Offering. Important Notice This press release is being issued in compliance with the disclosure requirements of the Canadian Securities Exchange and is directed solely to persons …

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EX-99.2 (by filename) ex99-2.htm

EX-99.2 5 ex99-2.htm EX-99.2 Exhibit 99.2 Jones Soda Co. Announces Non-Brokered Private Placement of up to US$765,000 Canada NewsWire /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/ SEATTLE, July 8, 2026 /CNW/ - Jones Soda Co. (CSE: JSDA) (OTCQB: JSDA) (“ Jones Soda ” or the “ Company ”), is pleased to announce that it intends to complete a non-brokered private placement (the “ Offering ”) of up to 2,318,182 units of the Company (each, a “ Unit ”) at a price of US$0.33 per Unit, for aggregate gross proceeds of up to US$765,000. This raise in conjunction with the recently closed offer to US investors will bring the total funds raised to USD 2.5 million. Each Unit will be comprised of one common share in the authorized share structure of the Company (a “ Share ”) plus one-half (1/2) of one Share purchase warrant (a “ Warrant ”). Each whole Warrant will entitle the holder thereof to purchase one Share (each, a “ Warrant Share ”) at an exercise price of US$0.45 per Warrant Share for 36 months following the completion of the Offering (the “ Expiry Time ”). If at any time prior to the Expiry Time, the closing trading price of t…

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