Coca-Cola to Acquire Jones Soda for $115M

TL;DR

Coca-Cola is buying Jones Soda for $115M cash, deal expected Q3 2024.

AI Summary

Jones Soda Co. announced on July 10, 2024, that it has entered into a definitive agreement to be acquired by The Coca-Cola Company for $1.30 per share in cash, representing an enterprise value of approximately $115 million. The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition by Coca-Cola could significantly expand Jones Soda's distribution and market reach, potentially leading to increased sales and brand visibility for Jones Soda products.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, meaning there's a possibility the deal may not be completed.

Key Numbers

• $1.30 — Acquisition Price Per Share (The cash amount each Jones Soda shareholder will receive.)
• $115 million — Enterprise Value (The total value of the deal, including debt and equity.)

Key Players & Entities

• Jones Soda Co. (company) — Company filing the report and being acquired
• The Coca-Cola Company (company) — Acquiring company
• $1.30 (dollar_amount) — Per share acquisition price
• $115 million (dollar_amount) — Total enterprise value of the acquisition
• July 10, 2024 (date) — Date of the definitive agreement
• third quarter of 2024 (date) — Expected closing period for the acquisition

FAQ

Key Financial Figures

• $0.40 — the Company (the "Units") at a price of $0.40 per Unit, for aggregate gross proceeds
• $3 million — r Unit, for aggregate gross proceeds of $3 million (the "Initial Offering"). Subsequently,
• $4 million — 0 Units for aggregate gross proceeds of $4 million (the "Upsized Offering" and together wi
• $0.50 — ble into one Common Share at a price of $0.50 per share for a period of 24 months fro
• $0.80 — Securities Exchange (the "CSE") exceeds $0.80 (for the purposes of the CSE, the equiv

Filing Documents

• jsda20240716_8k.htm (8-K) — 29KB
• ex_699016.htm (EX-99.1) — 16KB
• ex_699017.htm (EX-99.2) — 18KB
• ex_699016img001.jpg (GRAPHIC) — 5KB
• ex_699017img001.jpg (GRAPHIC) — 5KB
• 0001437749-24-022832.txt ( ) — 214KB
• jsda-20240710.xsd (EX-101.SCH) — 3KB
• jsda-20240710_def.xml (EX-101.DEF) — 11KB
• jsda-20240710_lab.xml (EX-101.LAB) — 14KB
• jsda-20240710_pre.xml (EX-101.PRE) — 11KB
• jsda20240716_8k_htm.xml (XML) — 3KB

01

ITEM 8.01. Other Events. On July 10, 2024, the Jones Soda Co. (the "Company") announced a proposed offering of an aggregate of 7,500,000 units of the Company (the "Units") at a price of $0.40 per Unit, for aggregate gross proceeds of $3 million (the "Initial Offering"). Subsequently, on July 11, 2024 the Company announced that it had increased the size of the Offering to up to 10,000,000 Units for aggregate gross proceeds of $4 million (the "Upsized Offering" and together with the Initial Offering, the "Offering"). Each Unit will be composed of: (i) one (1) common share in the capital of the Company (each, a "Common Share"); and (ii) onehalf (1/2) of one detachable share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant will be exercisable into one Common Share at a price of $0.50 per share for a period of 24 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 $0.80 (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 anytime during the Warrant Exercise Period upon the voluntary election to exercise by the Warrant holder. The Units are being offered and sold to accredited investors in reliance on Rule 506(b) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. Pursuant to Rule 135c of the Securities Act, the Company's press releases dated Ju

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 Press release of the Company dated July 10, 2024 99.2 Press release of the Company dated July 11, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. JONES SODA CO. (Registrant) July 16, 2024 By: /s/ David Knight David Knight President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR