v3.26.1
Shareholders’ Equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Shareholders’ Equity

 

12. Shareholders’ Equity

 

Omnibus Equity Incentive Plan

 

On March 15, 2022, our Board adopted the Jones Soda Co. 2022 Omnibus Equity Incentive Plan (the “2022 Plan”), which became effective upon approval by our shareholders on May 16, 2022. Under the 2022 Plan, the sum of (i) 10,000,000 shares of the Company’s common stock, plus (ii) the number of shares of common stock reserved, but unissued under the Company’s then currently outstanding equity incentive plan (the “2011 Plan”), plus (iii) the number of shares of common stock underlying forfeited awards under the 2011 Plan were initially available for issuance of awards under the 2022 Plan. Additionally, the number of shares of the Company’s common stock available reserved under the 2022 Plan is subject to an annual increase on the first day of each calendar year beginning with the first January 1 following the effective date of the 2022 Plan and ending with the last January 1 during the initial ten-year term of the 2022 Plan, equal to the lesser of (A) 4% of the shares of the Company’s common stock outstanding (which shall include shares issuable upon the exercise or conversion of all outstanding securities or rights convertible into or exercisable for shares, including without limitation, preferred stock, warrants and employee options to purchase any shares) on the final day of the immediately preceding calendar year and (B) such lesser number of shares of common stock as determined by our Board of Directors (the “Board”). The Company may grant incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock units and other stock-based awards to participants to acquire shares of Company common stock under the 2022 Plan. The 2022 Plan is administered by the plan administrator (as defined in the 2022 Plan).

 

Under the 2022 Plan, 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 ten-year term. As of June 30, 2026, 5,621,845 shares remained available for future awards under the 2022 Plan.

 

(a) Stock options:

 

A summary of our stock option activity is as follows:

  

   Outstanding Options 
   June 30, 2026   June 30, 2025 
  

Number of

Shares

  

Weighted

Average

Exercise

Price ($)

(Per Share)

  

Number of

Shares

  

Weighted

Average

Exercise

Price ($)

(Per Share)

 
Opening   15,373,243    0.25    8,647,984    0.26 
Granted   1,000,000    0.28    6,425,000    0.26 
Cancelled   (228,271)   0.36    -    - 
Forfeited / Expired   (873,020)   0.21    (2,269,741)   0.24 
Closing   15,271,952    0.25    12,803,243    0.26 
Exercisable   7,479,247    0.26    4,954,014    0.27 

 

 

The following table summarizes information about stock options outstanding and exercisable under our stock incentive plans as of June 30, 2026:

  

Exercise Price 

Number

Outstanding

  

Weighted

Average

Remaining

Contractual

Life

(Years)

  

Weighted

Average

Exercise

Price Per

Share ($)

  

Number

Exercisable

  

Weighted

Average

Remaining

Contractual

Life

(Years)

  

Weighted

Average

Exercise

Price Per

Share ($)

 
$0.17 to $0.25    7,274,921    8.03    0.19    3,378,046    6.75    0.20 
$0.26 to $0.40    7,486,290    8.07    0.29    3,590,460    7.21    0.28 
$0.40 to $0.55    321,667    4.61    0.49    321,667    4.61    0.49 
$0.56 to $0.70    189,074    5.20    0.62    189,074    5.20    0.62 
      15,271,952    7.95    0.25    7,479,247    6.84    0.26 

 

(b) Restricted stock awards:

 

Beginning May 13, 2022, the Board 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 $0.025 million 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.

 

On July 16, 2025, the Company granted 2,213,765 RSUs to members of its Board of Directors. The aggregate grant-date fair value of the RSUs was $0.4 million, determined in accordance with ASC 718, Compensation—Stock Compensation. Under the terms of the award, 50% of the RSUs vested immediately upon grant. The remaining 50% are scheduled to vest in equal installments on September 30, 2025 and December 31, 2025, subject to continued service.

 

During the six months ended June 30, 2026 and 2025, no RSUs were issued, vested, or canceled.

 

As of June 30, 2026, and December 31, 2025, the Company had no RSUs outstanding.

 

 

(c) Stock-based compensation expense:

 

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 June 30, 2026, the Company had unrecognized compensation expense related to stock options of $1.4 million, respectively, and related to RSUs of $nil, respectively. These amounts are expected to be recognized over the remaining vesting periods.

 

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

  

   2026   2025   2026   2025 
   Three Months Ended
June 30,		   Six Months Ended
June 30,		 
   2026   2025   2026   2025 
Stock options  $99   $196   $235   $287 
Restricted stock   -    -    -    - 
Allocated Stock-based compensation  $99   $196   $235   $287 
                     
Consolidated Statements of Operations account:                    
Selling and marketing   (20)   60    10    73 
General and administrative   119    136    225    214 
Stock-based compensation expense  $99   $196   $235   $287 

 

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:

   

   June 30,
2026		   June 30,
2025		 
Expected dividend yield   -    - 
Expected stock price volatility   82%   76.0%
Risk-free interest rate   4.34%   4.46%
Expected term (in years)   10.0    10.0 
Weighted-average grant date fair-value per share  $0.24   $0.21 

 

As of June 30, 2026, the aggregate intrinsic value of outstanding stock options was approximately $0.8 million, while the intrinsic value of exercisable options was approximately $0.4 million. Intrinsic value is calculated as the quoted market price of the stock at the balance sheet date less the exercise price of the option.

 

 

(d) Warrants

 

A summary of our warrants activity is as follows:

  

    Outstanding Warrants 
    June 30, 2026   June 30, 2025 
   

Number of

Shares

  

Weighted

Average

Exercise

Price ($)

(Per Share)

  

Number of

Shares

  

Weighted

Average

Exercise

Price ($)

(Per Share)

 
Opening    6,945,400    0.49    5,945,400    0.50 
Granted    550,000    0.40    750,000    0.45 
Closing    7,495,400    0.49    6,695,400    0.49 

 

As discussed in Note 3, on January 16, 2026, in connection with the Assignment and Assumption of Debt Agreement, the Company issued to Two Shores 550,000 common stock warrants, each exercisable for one share of the Company’s common stock at an exercise price of $0.40 per share and expiring on January 16, 2029.

 

The following table presents a summary of the Company’s outstanding warrants as of June 30, 2026:

  

Expiry Date 

Number

Outstanding

  

Remaining

Contractual

Life (Years)

  

Exercise

Price Per

Share

(in dollar)

  

Number

Exercisable

 
July 26, 2026   3,767,500    0.07   $0.50    3,767,500 
July 31, 2026   800,000    0.08   $0.50    800,000 
August 21, 2026   1,377,900    0.14   $0.50    1,377,900 
May 30, 2028   750,000    1.92   $0.45    750,000 
August 5, 2028   250,000    2.10   $0.45    250,000 
January 16, 2029   550,000    2.55   $0.40    550,000 
    7,495,400              7,495,400