0001083522 2026-07-07 2026-07-07 true 0001083522 8-K/A 2026-07-07 JONES SODA CO. WA 000-28820 52-2336602 1522 Western Ave Suite 24150 Seattle , WA (206) 624-3357 false false false false false Jones Soda Co. (the “Company”) is filing this Form 8-K/A (“Amendment No. 1”) to its Current Report on Form 8-K as originally filed with the Securities and Exchange Commission on July 10, 2026 (the “Original Filing”), to correct certain information disclosed under “Item 1.01 Entry into a Material Definitive Agreement”, “Item 3.02 Unregistered Sales of Equity Securities” and “Item 8.01 Other Events” in the Original Filing. Specifically, the Original Filing incorrectly stated that the Company issued 7,500,000 Units (defined below) for aggregate gross proceeds of $2.5 million and that the closing price trigger for the Company’s option to accelerate the expiry date of the Warrants (defined below) was $0.47 per share. As corrected herein, the Company issued a total of 5,257,576 Units at $0.33 per Unit for aggregate gross proceeds of $1,735,000 and the closing price trigger for the Company’s option to accelerate the expiry date of the Warrants (defined below) was $0.73 per share. Additionally, the Company is filing the corrected form of Warrant and form of Registration Rights Agreement (as defined below) as exhibits to this Amendment No.1, which correct certain typographical errors in each of the form of Warrant and form of Registration Rights Agreement filed as exhibits to the Original Filing. This Amendment No. 1 also clarifies that all Units offered and sold in the Offering (defined below) were in the United States to accredited investors under Rule 506(b) of Regulation D under the Securities Act (defined below). Finally, this Amendment No.1 makes clear that the press release issued by the Company on July 8, 2026, relates to the announcement of the Company’s intention to complete an additional non-brokered private placement of Units for gross proceeds of up to $765,000. This Amendment No. 1 should be read in conjunction with the Original Filing, which, except as specifically amended hereby, remains in full force and effect.