On May 16, 2022, the Company’s shareholders approved the adoption of the Jones Soda Co. 2022 Omnibus Equity Incentive Plan (“2022 Plan”), replacing the 2011 Plan. The 2022 Plan provides for various stock-based awards, including stock options, stock appreciation rights, restricted stock, and restricted stock units.

The total shares authorized under the 2022 Plan initially included 10,000,000 new shares, plus 1,936,074 unissued shares transferred from the 2011 Plan, along with shares underlying forfeited awards, bringing the total authorized shares to 11,936,074.

The Board may grant awards to employees, officers, directors, consultants, agents, advisors, and independent contractors. Stock options are issued at the closing price on the grant date and generally have a 10 ten-year term. As of March 31, 2025, 307,830 shares remained available for future awards under the Plan.

A summary of our stock option activity is as follows:

 Schedule of Stock Option Activity

The following table summarizes information about stock options outstanding and exercisable under our stock incentive plans as of March 31, 2025:

 Schedule of Stock Options Outstanding And Exercisable

Beginning May 13, 2022, the Company’s Board of Directors determined that restricted stock units (RSUs) would be awarded as equity compensation for non-employee directors, replacing stock options, based on the recommendation of the Compensation and Governance Committee. RSUs vest incrementally per the award agreement, with certain awards vesting immediately upon a “Change in Control” as defined in the 2022 Plan.

Previously, from January 1, 2020, through February 15, 2022, non-employee directors received annual non-qualified stock option grants, which vested on the first anniversary of the grant date, subject to continued service. Grants were determined by dividing $25,000 by the closing share price on the grant date. New directors joining the Board before February 15, 2022, received prorated stock option awards under similar terms. Stock option and RSU awards were governed by the 2011 Plan (prior to the 2022 Plan) and respective grant agreements.

On December 30, 2022, the Company entered into rescission agreements with certain non-employee directors and its Chief Executive Officer and President, rescinding and canceling all RSUs granted during 2022, including shares issued upon RSU vesting in August 2022, without consideration.

During the three months ended March 31, 2025 and 2024, no RSUs were issued, vested, or canceled.

As of March 31, 2025, and December 31, 2024, the Company had no RSUs outstanding.

Stock-based compensation expense is recognized using the straight-line attribution method over the employees’ requisite service period. We recognize compensation expense for only the portion of stock options or restricted stock expected to vest. Therefore, we apply estimated forfeiture rates that are derived from historical employee termination behavior. If the actual number of forfeitures differs from those estimated by management, additional adjustments to stock-based compensation expense may be required in future periods.

As of March 31, 2025, we had unrecognized compensation expense related to stock options of $1.0 million to be recognized over a weighted-average period of 5 years.

The following table summarizes the stock-based compensation expense (in thousands):

 Schedule of Stock-based Compensation Expense

We employ the following key weighted-average assumptions in determining the fair value of stock options, using the Black-Scholes option pricing model and the simplified method to estimate the expected term of “plain vanilla” options:

 Schedule of Weighted-average Assumptions in Fair Value of Stock Options

As of March 31, 2025, the aggregate intrinsic value of outstanding stock options was approximately $74,500, while the intrinsic value of exercisable options was approximately $22,000. Intrinsic value is calculated as the quoted market price of the stock at the balance sheet date less the exercise price of the option.

During the year ended December 31, 2024, the Company issued 5,505,000 warrants, each with an exercise price of $0.50 per warrant, exercisable for a period of 24 months from the issuance date. Additionally, 440,400 broker’s warrants were issued in connection with private placements completed during the year ended December 31, 2024.

As of March 31, 2025 and December 31, 2024, these warrants remained outstanding.

The following table presents a summary of the Company’s outstanding warrants as of March 31, 2025:

 Schedule of Warrants Outstanding