Jones Soda Co. Files 8-K for Equity Sale

TL;DR

JSDA sold unregistered equity, filing 8-K on 8/16.

AI Summary

Jones Soda Co. entered into a Material Definitive Agreement on August 16, 2024, related to the unregistered sale of equity securities. The company, incorporated in Washington, filed an 8-K form to report this event. This filing also includes other events and financial statements.

Why It Matters

This filing indicates a significant transaction involving the sale of equity securities, which could impact the company's capital structure and shareholder value.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can sometimes indicate financial distress or a need for capital, and may involve complex terms.

Key Players & Entities

• Jones Soda Co. (company) — Registrant
• August 16, 2024 (date) — Date of earliest event reported
• Washington (jurisdiction) — State of Incorporation
• 0-28820 (other) — Commission File Number
• 52-2336602 (other) — IRS Employer Identification No.
• 4786 1st Avenue South, Suite 103, Seattle, Washington 98134 (address) — Principal Executive Offices
• 206-624-3357 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.40 — issued 1,875,000 units (the "Units") at $0.40 per Unit, for aggregate gross proceeds
• $750,000 — r Unit, for aggregate gross proceeds of $750,000, of which $500,000 was cash (the "Curre
• $500,000 — te gross proceeds of $750,000, of which $500,000 was cash (the "Current Offering Tranche
• $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
• $3,013,960 — espectively, for gross cash proceeds of $3,013,960 and $640,000, respectively (collectivel
• $640,000 — r gross cash proceeds of $3,013,960 and $640,000, respectively (collectively, the "Previ
• $166,158.40 — agent for the Offering, an aggregate of $166,158.40 in cash commission, representing 4.0% o

Filing Documents

• jsda20240822_8k.htm (8-K) — 32KB
• ex_717791.htm (EX-99.1) — 11KB
• ex_717792.htm (EX-99.2) — 14KB
• logo.jpg (GRAPHIC) — 9KB
• 0001437749-24-027606.txt ( ) — 202KB
• jsda-20240816.xsd (EX-101.SCH) — 3KB
• jsda-20240816_def.xml (EX-101.DEF) — 10KB
• jsda-20240816_lab.xml (EX-101.LAB) — 14KB
• jsda-20240816_pre.xml (EX-101.PRE) — 11KB
• jsda20240822_8k_htm.xml (XML) — 3KB

01

ITEM 1.01. Entry into a Material Definitive Agreement. On August 21, 2024, Jones Soda Co. (the "Company") issued 1,875,000 units (the "Units") at $0.40 per Unit, for aggregate gross proceeds of $750,000, of which $500,000 was cash (the "Current 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. The Company previous issued 7,535,000 Units and 1,600,000 Units on July 26, 2024 and July 31, 2024, respectively, for gross cash proceeds of $3,013,960 and $640,000, respectively (collectively, the "Previous Offering Tranches" and together with the Current Offering Tranche, the "Offering"). In connection with the Offering, the Company paid Dominari Securities LLC ("Dominari"), who acted as exclusive placement agent for the Offering, an aggregate of $166,158.40 in cash commission, representing 4.0% of the aggregate gross proceeds raised in the Offering, and issued to Domina

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 August 16, 2024, the Company issued a press release announcing an extension 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 August 22, 2024, the Company issued a press release announcing the closing of the Current Offering Tranche. A copy of such press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 Press release of the Company dated August 16, 2024 99.2 Press release of the Company dated August 22, 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 22, 2024 By: /s/ David Knight David Knight President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR