Jones Soda Files S-1 Registration Statement

TL;DR

Jones Soda just filed an S-1, looks like they're raising cash.

AI Summary

Jones Soda Co. filed an S-1 registration statement on August 23, 2024, for an unspecified offering. The company, formerly known as Urban Juice & Soda Co. Ltd /WY/, is incorporated in Washington and headquartered in Seattle. David Knight is the Chief Executive Officer.

Why It Matters

This S-1 filing indicates Jones Soda Co. is preparing to offer new securities, which could impact its capital structure and future growth strategies.

Risk Assessment

Risk Level: medium — S-1 filings often precede significant corporate actions like stock offerings, which carry inherent market and execution risks.

Key Numbers

• 333-281770 — SEC File Number (Identifies the specific SEC filing for Jones Soda Co.)
• 20240823 — Filing Date (The date the S-1 registration statement was officially filed with the SEC.)

Key Players & Entities

• JONES SODA CO. (company) — Registrant
• David Knight (person) — Chief Executive Officer
• URBAN JUICE & SODA CO LTD /WY/ (company) — Former Company Name
• Sheppard, Mullin, Richter & Hampton LLP (company) — Legal Counsel
• Andrew J. Bond, Esq. (person) — Legal Counsel

FAQ

Key Financial Figures

• $0.38 — 22, 2024, as reported by the OTCQB was $0.38 per share. Investing in our common sto
• $641.24 million — 's craft soda industry was estimated at $641.24 million in 2021, and it is anticipated to rise
• $768.08 million — 2021, and it is anticipated to rise to $768.08 million by 2027. "Craft sodas" refers to sodas
• $0.50 — th a weighted average exercise price of $0.50 per share; 13,037,772 shares of common
• $0.40 — th a weighted average exercise price of $0.40 per share; 7,120,555 shares of common
• $4.9 million — g activities. We incurred a net loss of $4.9 million for the year ended December 31, 2023. O
• $83.1 million — 3. Our accumulated deficit increased to $83.1 million as of December 31, 2023 compared to the
• $78.2 million — compared to the prior year's deficit of $78.2 million. We may encounter unforeseen expenses,

Filing Documents

• jsda20240823_s1.htm (S-1) — 911KB
• ex_717894.htm (EX-5.1) — 18KB
• ex_717897.htm (EX-23.1) — 3KB
• ex_717898.htm (EX-23.2) — 2KB
• ex_717896.htm (EX-FILING FEES) — 15KB
• jsda20240823_s1img001.jpg (GRAPHIC) — 3KB
• jsda20240823_s1img002.jpg (GRAPHIC) — 3KB
• jsda20240823_s1img003.jpg (GRAPHIC) — 2KB
• smlogo.jpg (GRAPHIC) — 8KB
• 0001437749-24-027688.txt ( ) — 973KB

RISK FACTORS

RISK FACTORS 9 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 22 INDUSTRY AND MARKET DATA 24

USE OF PROCEEDS

USE OF PROCEEDS 24 MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS 24 DIVIDEND POLICY 25 SELLING SHAREHOLDERS 25 PLAN OF DISTRIBUTION 30

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 31 DESCRIPTION OF BUSINESS 34

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 46 MANAGEMENT 52

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 58

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 65 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 65 LEGAL MATTERS 67 EXPERTS 67 WHERE YOU CAN FIND MORE INFORMATION 67 You should rely only on the information contained in this prospectus or in any free writing prospectus that we may specifically authorize to be delivered or made available to you. We have not authorized anyone to provide you with information that is different from that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus may only be used where it is legal to offer and sell our securities. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer to sell these securities and are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. -4- Table of Contents PROSPECTUS SUMMARY The following summary highlights selected information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus. It does not contain all the information that may be important to you and your investment decision. You should carefully read this entire prospectus, including the matters set forth under " Risk Factors, " " Management ' s Discussion and Analysis of Financial Condition and Results of Operations, " and our financial statements and related notes included elsewhere in this prospectus. In this prospectus, unless context requires otherwise, references to " we, " " us, " "

RISK FACTORS

RISK FACTORS Any investment in our common stock involves a high degree of risk. Before deciding whether to purchase our common stock, investors should carefully consider the risks described below, as may be amended, supplemented or superseded from time to time by other reports we file with the SEC. Our business, financial condition, operating results and prospects are subject to the following material risks as well as those material risks incorporated by reference. Additional risks and uncertainties not presently foreseeable to us may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, the trading price of our common stock could decline, and our shareholders may lose all or part of their investment in the shares of our common stock. Risks Related to our Financial Condition and Capital Requirements We have experienced recurring losses from operations and negative cash flows from operating activities We have experienced recurring losses from operations and negative cash flows from operating activities. We incurred a net loss of $4.9 million for the year ended December 31, 2023. Our accumulated deficit increased to $83.1 million as of December 31, 2023 compared to the prior year's deficit of $78.2 million. We may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect our financial condition. Our prior losses and possible future losses have had an adverse effect on our financial condition. If our products do not achieve sufficient market acceptance and our revenues do not increase as expected, we may continue to generate operating losses for the foreseeable future. If we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Our failure to become and remain profitable would decrease the value of our company and

View Full Filing

View this S-1 filing on SEC EDGAR