PROSPECTUS SUPPLEMENT NO. 1
Filed Pursuant to Rule 424(b)(3)
(To Prospectus dated May 3, 2013)
Registration No. 333-166556


JONES SODA CO.

3,207,500 Shares of Common Stock underlying Warrants


This prospectus supplement amends and supplements the prospectus dated April 30, 2013, effective on May 3, 2013, which forms a part of our Post-Effective Amendment No. 2 to Registration Statement on Form S-1 (Registration Statement No. 333-166556) (the “Prospectus”). The Prospectus relates to the sale and issuance of up to 3,207,500 shares of common stock of Jones Soda Co. to holders of outstanding warrants, upon exercise of such warrants.

On May 9, 2013, we filed with the Securities and Exchange Commission a current report on Form 8-K. This prospectus supplement is being filed to update, amend and supplement the information included or incorporated by reference in the prospectus with the information contained in the current report on Form 8-K. Accordingly, we have attached the Form 8-K report to this prospectus supplement.

You should read this prospectus supplement in conjunction with the prospectus, which is to be delivered with this prospectus supplement. If there is any inconsistency between the information in the prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 3 of the prospectus for a discussion for the risks associated with our business. Also see “Cautionary Notice Regarding Forward-Looking Statements” in our annual report on Form 10-K and our latest quarterly report on Form 10‑Q.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.


The date of this Prospectus Supplement is May 9, 2013.





JSDA Form 8-K Q1 13



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 9, 2013
Jones Soda Co.
(Exact Name of Registrant as Specified in Its Charter)
Washington
(State or Other Jurisdiction of Incorporation)
 
 
 
0-28820
52-2336602
(Commission File Number)
(IRS Employer Identification No.)
 
 
1000 First Avenue South, Suite 100, Seattle, Washington
98134
(Address of Principal Executive Offices)
(Zip Code)
(206) 624-3357
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 2.02. Results of Operations and Financial Condition.
On May 9, 2013, Jones Soda Co. (the "Company") issued a press release announcing its financial results for the first quarter ended March 31, 2013. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The Company will host a conference call to discuss the Company's financial results for the first quarter ended March 31, 2013 on May 9, 2013 at 4:30 p.m. Eastern time. This call will be webcast and can be accessed by visiting our website at www.jonessoda.com or www.jonessoda.com/company/jones-press/webcasts. Investors may also listen to the call via telephone by dialing (719) 325-2455 (confirmation code: 5620989). In addition, a telephone replay will be available by dialing (858) 384-5517 (confirmation code: 5620989) through May 16, 2013, at 11:59 p.m. Eastern Time.
The information in this Current Report in Item 2.02 and Exhibit 99.1 is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
 
Exhibit No.
Exhibit Description
 
99.1
Press Release, dated
May 9, 2013





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.
 
 
 
 
Date:
May 9, 2013
 
By:
/s/ Carrie L. Traner
 
 
 
 
Carrie L. Traner, Vice President of Finance





99.1 JSDA Q1 13 Earnings Release
 

 
FOR IMMEDIATE RELEASE
 
JONES SODA CO. REPORTS FISCAL 2013 FIRST QUARTER RESULTS
Turnaround Plan Delivers 76% Net Loss Improvement

 
Seattle, WA - May 9, 2013 - Jones Soda Co. (the Company) (OTCQB: JSDA), a leader in the premium soda category and known for its unique branding and innovative marketing, today announced results for the first quarter ended March 31, 2013.
Results for the first quarter continue to reflect the efforts of our Turnaround Plan, which was initiated with the change in management in the second half of 2012. As part of this Plan, the Company is focusing its product offerings and areas of market emphasis for the future on a reduced administrative and operating cost structure.
For the first quarter of 2013, the Company achieved a 76% improvement in bottom line performance, reporting a net loss of $399,000, or $(0.01) per share, for the first quarter of 2013, compared to a net loss of $1.7 million, or $(0.05) per share, for the first quarter 2012. Revenues declined 20% to $3.1 million compared to revenue of $3.9 million for the first quarter of 2012 reflecting management's strategy to reallocate resources from certain markets while focusing on key core markets, particularly during the upcoming busier summer selling season.
“The first focus of our Turnaround Plan was cost containment and re-orienting the Company to sustainable operations. Now our attention is turned to the next phase which emphasizes sales structure and distribution strategies that we believe will lead Jones Soda to profitable, growing operations for the long term,” said Jennifer Cue, CEO of Jones Soda Co.
First Quarter Review - Comparison of Quarters Ended March 31, 2013 and 2012
 
Revenue decreased 20% to $3.1 million, compared to $3.9 million last year.
Gross margin decreased to 24% of revenue, compared to 27% of revenue last year.
Operating expenses decreased 57% to $1.1 million, compared to $2.7 million last year.
Net loss improved 76% to $399,000, or $(0.01) per share, for the first quarter of 2013, compared to a net loss of $1.7 million, or $(0.05) per share, last year.





Conference Call
 
The Company will discuss its results for the quarter ended March 31, 2013 on its scheduled conference call today, May 9, 2013 at 4:30 p.m. Eastern time (1:30 p.m. Pacific time). This call will be webcast and can be accessed by visiting our website at www.jonessoda.com or www.jonessoda.com/company/jones-press/webcasts. Investors may also listen to the call via telephone by dialing (719) 325-2455 (confirmation code: 5620989). In addition, a telephone replay will be available by dialing (858) 384-5517 (confirmation code: 5620989) through May 16, 2013, at 11:59 p.m. Eastern Time. 

About Jones Soda Co.
 
Headquartered in Seattle, Washington, Jones Soda Co.® markets and distributes premium beverages under the Jones® Soda and WhoopAss Energy Drink brands and sells through its distribution network, in markets primarily across North America. A leader in the premium soda category, the Company is known for its variety of flavors, highest quality ingredients, including pure cane sugar and innovative labeling technique that incorporates always-changing photos sent in from its consumers. Jones Soda is sold through traditional beverage retailers. For more information, visit www.jonessoda.com or www.myjones.com.

Forward-Looking Statements Disclosure

Certain statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all passages containing words such as "will," "aims," "anticipates," "becoming," "believes," "continue," "estimates," "expects," "future," "intends," "plans," "predicts," "projects," "targets," or "upcoming". Forward-looking statements also include any other passages that are primarily relevant to expected future events or that can only be evaluated by events that will occur in the future. Forward-looking statements are based on the opinions and estimates of management at the time the statements are made and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. Factors that could affect the Company's actual results include, among others: its ability to successfully execute on its operating plans for 2013; its ability to maintain and expand distribution arrangements with distributors, independent accounts, retailers or national retail accounts while focusing on core geographic markets; its ability to generate sufficient cash flow from operations; its ability to streamline operations, reduce operating expenses, and reduce and slow its use of cash; its ability to increase revenues and achieve case sales goals on reduced operating expenses; its ability to successfully integrate management changes and reductions in operating expense and personnel; the effect on the market price and liquidity of its common stock and ability to raise capital subsequent to its delisting from The Nasdaq Capital Market and listing on the OTCQB Marketplace; its ability to develop and introduce new products to satisfy customer preferences; its ability to market and distribute brands on a national basis; changes in consumer demand or market acceptance for its products; its ability to increase demand and points of distribution for its products or to successfully innovate new products and product extensions; its ability to maintain relationships with co-packers; its ability to maintain a consistent and cost-effective supply of raw materials; its ability to maintain brand image and product quality; its ability to attract, retain and motivate key personnel; its ability to protect its intellectual property; the impact of future litigation; and the impact of intense competition from other beverage suppliers. More information about factors that potentially could affect the Company's operations or financial results is included in its most recent annual report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on March 27, 2013, and in its quarterly reports on Form 10-Q filed in 2013. Readers are cautioned not to place undue reliance upon these forward-looking statements that speak only as to the date of this release. Except as required by law, the Company undertakes no obligation to update any forward-looking or other statements in this press release, whether as a result of new information, future events or otherwise.






For further information, contact:

Carrie L. Traner
Vice President of Finance
Jones Soda Co.
(206) 624-3357 or ctraner@jonessoda.com


   




JONES SODA CO.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)

 
Three Months Ended March 31,
 
2013
 
2012
 
(In thousands, except share data)
Revenue
$
3,087

 
$
3,862

Cost of goods sold
2,336

 
2,814

Gross profit
751

 
1,048

Licensing revenue
9

 
5

Operating expenses:
 

 
 

Promotion and selling
473

 
1,357

General and administrative
675

 
1,332

 
1,148

 
2,689

Loss from operations
(388
)
 
(1,636
)
Other income (expense), net
13

 
(11
)
Loss before income taxes
(375
)
 
(1,647
)
Income tax expense, net
(24
)
 
(25
)
Net loss
$
(399
)
 
$
(1,672
)
 
 
 
 

Net loss per share - basic and diluted
$
(0.01
)
 
$
(0.05
)
Weighted average basic and diluted common shares outstanding
38,530,416

 
35,978,771

 
 
 
Three Months Ended March 31,
Case sale data (288-ounce equivalent):
 
2013
 
2012
Finished product cases
 
225,000

 
296,000






JONES SODA CO.
CONDENSED CONSOLIDATED BALANCE SHEETS  
 
March 31, 2013
 
December 31, 2012
 
(Unaudited)
 
 
 
(In thousands, except share data)
ASSETS
 
 
 
Current assets:
 

 
 

Cash and cash equivalents
$
1,229

 
$
1,654

Accounts receivable
1,845

 
1,742

Inventory
2,864

 
2,223

Prepaid expenses and other current assets
242

 
264

Total current assets
6,180

 
5,883

Fixed assets
403

 
497

Other assets
629

 
640

Total assets
$
7,212

 
$
7,020

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
1,578

 
$
885

Accrued expenses
673

 
767

Taxes payable
52

 
45

Other current liabilities
43

 
54

Total current liabilities
2,346

 
1,751

Long-term liabilities — other
445

 
485

Shareholders’ equity:
 

 
 

Common stock, no par value:
 

 
 

Authorized — 100,000,000; issued and outstanding shares — 38,530,416 and 38,530,416 shares, respectively
52,867

 
52,867

Additional paid-in capital
7,658

 
7,590

Accumulated other comprehensive income
419

 
451

Accumulated deficit
(56,523
)
 
(56,124
)
Total shareholders’ equity
4,421

 
4,784

Total liabilities and shareholders’ equity
$
7,212

 
$
7,020