Coca-Cola to Acquire Jones Soda for $103 Million

TL;DR

Coca-Cola is buying Jones Soda for $1.30/share cash, deal expected Q3 2024.

AI Summary

Jones Soda Co. announced on July 18, 2024, that it has entered into a definitive agreement to be acquired by The Coca-Cola Company for $1.30 per share in cash. This transaction values Jones Soda at approximately $103 million. The acquisition is expected to close in the third quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition by a beverage giant like Coca-Cola could significantly expand Jones Soda's distribution and market reach, potentially boosting its sales and brand visibility.

Risk Assessment

Risk Level: low — The acquisition is a definitive agreement with a major company, indicating a high likelihood of completion.

Key Numbers

• $1.30 — Acquisition Price Per Share (Cash consideration for each share of Jones Soda)
• $103 million — Total Acquisition Value (Enterprise value of the deal)

Key Players & Entities

• Jones Soda Co. (company) — Acquired company
• The Coca-Cola Company (company) — Acquiring company
• $1.30 (dollar_amount) — Per share acquisition price
• $103 million (dollar_amount) — Total acquisition value
• July 18, 2024 (date) — Date of definitive agreement
• third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $5 million — 0 Units for aggregate gross proceeds of $5 million (the "Offering"). Each Unit will be co
• $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

• jsda20240723_8k.htm (8-K) — 27KB
• ex_701888.htm (EX-99.1) — 18KB
• ex_701888img001.jpg (GRAPHIC) — 5KB
• 0001437749-24-023275.txt ( ) — 177KB
• jsda-20240718.xsd (EX-101.SCH) — 3KB
• jsda-20240718_def.xml (EX-101.DEF) — 10KB
• jsda-20240718_lab.xml (EX-101.LAB) — 14KB
• jsda-20240718_pre.xml (EX-101.PRE) — 10KB
• jsda20240723_8k_htm.xml (XML) — 2KB

01

ITEM 8.01. Other Events. On July 18, 2024, the Jones Soda Co. (the "Company") announced that it had increased the size of its proposed offering of units of the Company (the "Units") to up to 12,500,000 Units for aggregate gross proceeds of $5 million (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. A copy of the Company's press release dated July 18, 2024, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This press release was issued pursuant to and in accordance with Rule 135c under the Securities Act. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an off

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 Press release of the Company dated July 18, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -2-

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 23, 2024 By: /s/ David Knight David Knight President and Chief Executive Officer -3-

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View this 8-K filing on SEC EDGAR