Jones Soda Co. Files 8-K: Material Agreement & Equity Sales

TL;DR

Jones Soda Co. signed a big deal and sold stock on July 26th. Details to follow.

AI Summary

On July 26, 2024, Jones Soda Co. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported unregistered sales of equity securities and other events. This 8-K filing provides information on these developments and includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions by Jones Soda Co., including a material definitive agreement and equity sales, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

• Jones Soda Co. (company) — Registrant
• July 26, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.40 — issued 7,535,000 units (the "Units") at $0.40 per Unit, for aggregate gross proceeds
• $3,013,960 — r Unit, for aggregate gross proceeds of $3,013,960 (the "First Offering Tranche"), with ea
• $0.50 — (each, a "Warrant Share") at a price of $0.50 per Warrant Share for a period of 24 mo
• $0.80 — Securities Exchange (the "CSE") exceeds $0.80 (for the purposes of the CSE, the equiv
• $640,000 — r Unit, for aggregate gross proceeds of $640,000 (the "Second Offering Tranche", and tog

Filing Documents

• jsda20240801_8k.htm (8-K) — 33KB
• ex_707176.htm (EX-4.1) — 114KB
• ex_707177.htm (EX-10.1) — 146KB
• ex_707178.htm (EX-99.1) — 17KB
• ex_707179.htm (EX-99.2) — 17KB
• ex_707178img001.jpg (GRAPHIC) — 5KB
• ex_707179img001.jpg (GRAPHIC) — 5KB
• 0001437749-24-024334.txt ( ) — 519KB
• jsda-20240726.xsd (EX-101.SCH) — 3KB
• jsda-20240726_def.xml (EX-101.DEF) — 10KB
• jsda-20240726_lab.xml (EX-101.LAB) — 14KB
• jsda-20240726_pre.xml (EX-101.PRE) — 10KB
• jsda20240801_8k_htm.xml (XML) — 2KB

01

ITEM 1.01. Entry into a Material Definitive Agreement. On July 26, 2024, Jones Soda Co. (the "Company") issued 7,535,000 units (the "Units") at $0.40 per Unit, for aggregate gross proceeds of $3,013,960 (the "First Offering Tranche"), with each Unit being 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 (each, a "Warrant Share") at a price of $0.50 per Warrant 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. On July 31, 2024, the Company issued an additional 1,600,000 Units at $0.40 per Unit, for aggregate gross proceeds of $640,000 (the "Second Offering Tranche", and together with the First Offering Tranche, the "Offering"). The Units are being 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,

02

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.

01

ITEM 8.01. Other Events. On July 29, 2024, the Company issued a press release announcing the closing of the First Offering Tranche. A copy of such press release press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On August 1, 2024, the Company issued a press release announcing the closing of the Second Offering Tranche. A copy of such press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. These press releases were each 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 offer to buy, the Units or any security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 4.1 Form of Warrant 10.1 Form of registration Rights Agreement 99.1 Press release of the Company dated July 29, 2024 99.2 Press release of the Company dated August 1, 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) August 1, 2024 By: /s/ David Knight David Knight President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR