JSDA / Jones Soda Co. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Jones Soda Co.
US ˙ OTCPK ˙ US48023P1066

Mga Batayang Estadistika
CIK 1083522
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Jones Soda Co.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28820 JONES SODA CO. (Exact

August 14, 2025 EX-10.1

EX-10.1

Exhibit 10.1

July 21, 2025 8-K

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): July 18, 2025 JONES SODA CO. (Exa

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): July 18, 2025 JONES SODA CO. (Exact Name of Registrant as Specified in Its Charter) Washington 000-28820 52-2336602 (State or Other Jurisdiction of Incorporation) (Commission File Num

July 3, 2025 EX-10.18

Secured Promissory Note issued by MJ Reg Disruptors, LLC in favor of the Company dated June 19, 2025

Exhibit 10.18 Execution Version SECURED PROMISSORY NOTE USD $2,510,601.30 Effective Date: June 19, 2025 FOR VALUE RECEIVED, MJ Reg Disruptors, LLC, a Delaware limited company (“Maker”), hereby promises to pay to Jones Soda Co., a Washington corporation (together with its permitted assigns, “Holder”) the principal amount of $2,510,601.30 (the “Principal Amount”) with Interest (as defined below) acc

July 3, 2025 EX-FILING FEES

Filing Fees Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Jones Soda Co. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Fees to Be Paid

July 3, 2025 S-1

As filed with the Securities and Exchange Commission on July 3, 2025

As filed with the Securities and Exchange Commission on July 3, 2025 Registration No.

July 3, 2025 EX-10.11

Security Agreement by and among the Company, Jones Soda Co. (USA) Inc., Mary Jones Beverage (Michigan) LLC, Mary Jones California, LLC, Mary Jones Beverage LLC, Jones Soda (Canada) Inc., Mary Jones Beverage (Canada) Inc. and Two Shores Capital Corp. dated February 6, 2025

Exhibit 10.11 SECURITY AGREEMENT This Security Agreement dated as of February 6, 2025, as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof (this “Agreement”), is entered into among Jones Soda Co. (USA) Inc., a Washington corporation (the “Borrower”), Jones Soda Co., a Washington corporation, Mary Jones Beverage (Michigan) LLC, a Michi

June 30, 2025 EX-10.1

Securities Purchase Agreement dated June 19, 2025 by and among the Company, Mary Jones Holdings, Inc., Mary Jones Beverage (Canada) Inc., and MJ Reg Disruptors, LLC

Exhibit 10.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”), is dated as of June 19, 2025, by and among, MJ Reg Disruptors, LLC, a Delaware limited liability company (“Buyer”), Mary Jones Holdings, Inc., a Delaware corporation, Mary Jones Beverage (Canada) Inc., a British Columbia corporation (each a “Company” and collectively the “Companies”), and Jones Soda Co., a Wash

June 30, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

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): June 13, 2025 JONES SODA CO. (Exact Name of Registrant as Specified in Its Charter) Washington (State or Other Jurisdiction of Incorporation) 000-28820 52-2336602 (Commission File Num

June 30, 2025 EX-10.5

Consent, Release and Termination dated June 19, 2025 by and between the Company and Two Shores Capital Corp.

Exhibit 10.5 CONSENT, RELEASE AND TERMINATION THIS CONSENT, RELEASE AND TERMINATION, dated as of June 19th, 2025 (this “Consent”), is made by and between Jones Soda Co. (USA) Inc., a Washington State corporation, with an address of 4786 1st Avenue South, Suite 103, Seattle, WA 98134 (“Borrower”), and Two Shores Capital Corp., a Province of Ontario, Canada corporation, with an address at 302-1210 S

June 30, 2025 EX-99.2

JONES SODA CO. ANNOUNCES DIVESTITURE OF CANNABIS BEVERAGE BUSINESS

Exhibit 99.2 JONES SODA CO. ANNOUNCES DIVESTITURE OF CANNABIS BEVERAGE BUSINESS SEATTLE, June 23, 2025 /PRNewswire/ - Jones Soda Co. (CSE: JSDA) (OTCQB: JSDA) (“Jones” or the “Company”), a craft beverage company known for its premium sodas and unique consumer engagement, today announced that it has sold its cannabis beverage business, including all related cannabis-specific assets under the Mary J

June 30, 2025 EX-99.3

Jones Soda Co. Reiterates its Focus on Hemp-derived THC Market in Connection with its Recent Divestiture of Its Marijuana-derived THC Product Lines

Exhibit 99.3 Jones Soda Co. Reiterates its Focus on Hemp-derived THC Market in Connection with its Recent Divestiture of Its Marijuana-derived THC Product Lines SEATTLE, June 26, 2025 /PRNewswire/ — Jones Soda Co. (CSE: JSDA, OTCQB JSDA) (“Jones Soda” or the “Company”) a craft beverage company known for its premium sodas and unique consumer engagement, would like to clarify that in connection with

June 30, 2025 EX-10.4

Separation Agreement and General Release dated June 13, 2025 by and between the Company and Gabe Carimi

Exhibit 10.4 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (this “Agreement”) is entered into as of June 13, 2025, (the “Effective Date”) by and between Jones Soda Co., a company incorporated under the laws of Washington (“Jones”) and each of its subsidiaries, (collectively referred to as the “Company”) and Gabe Carimi (“Executive”). The Company and Executi

June 30, 2025 EX-10.3

Trademark License Agreement dated June 19, 2025 by and between the Company and Mary Jones Holdings, Inc.

Exhibit 10.3 [*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type of information that the company treats as private or confidential. TRADEMARK LICENSE AGREEMENT This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made effective as of June 19, 2025 (the “Effective Date”), by and between Jones Soda Co., a Washington c

June 30, 2025 EX-99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On June 19, 2025, Jones Soda Co. (the “Company”) entered into a stock purchase agreement as amended on June 19, 2025 (as amended, the “SPA”) with Mary Jones Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“MJ Holdings”), Mary Jones Beverage (Canada) Inc., a British Columbia corporation and

June 30, 2025 EX-10.2

Amendment to Securities Purchase Agreement dated June 19, 2025 by and among the Company, Mary Jones Holdings, Inc., Mary Jones Beverage (Canada) Inc., and MJ Reg Disruptors, LLC

Exhibit 10.2 AMENDMENT TO STOCK PURCHASE AGREEMENT This AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made effective as of this 19th day of June 2025, by and between MJ Reg Disrupters, LLC, a Delaware limited liability company (“Buyer”), Mary Jones Holdings, Inc., a Delaware corporation, Mary Jones Beverage (Canada) Inc., a British Columbia corporation (each a “Company” and collectiv

June 4, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

June 4, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

May 16, 2025 EX-99.1

Jones Soda Reports First Quarter 2025 Results

Exhibit 99.1 Jones Soda Reports First Quarter 2025 Results Seattle, WA – May 15, 2025 – Jones Soda Co. (CSE: JSDA, OTCQB: JSDA) (“Jones Soda” or the “Company”), today announced its financial results for the first quarter ended March 31, 2025. First Quarter 2025 Financial Summary vs. Year-Ago Quarter ● Revenue was $4.6 million compared to $5.0 million. The Company also generated $0.4 million in rev

May 16, 2025 8-K

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 15, 2025 JONES SODA CO. (Exac

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 15, 2025 JONES SODA CO. (Exact Name of Registrant as Specified in Its Charter) Washington (State or Other Jurisdiction of Incorporation) 000-28820 52-2336602 (Commission File Numb

May 15, 2025 EX-10.1

Loan Agreement between Jones Soda Co. (USA) Inc. and Two Shores Capital Corp. dated February 5, 2025 (Filed herewith)

Exhibit 10.1

May 15, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28820 JONES SODA CO. (Exac

May 12, 2025 8-K

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 7, 2025 JONES SODA CO. (Exact

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 7, 2025 JONES SODA CO. (Exact Name of Registrant as Specified in Its Charter) Washington (State or Other Jurisdiction of Incorporation) 000-28820 52-2336602 (Commission File Numbe

May 12, 2025 EX-10.1

Form of Promissory Note

Exhibit 10.1 AMENDED AND RESTATED PROMISSORY NOTE USD $450,000.00 May 7, 2025 (“Effective Date”) FOR VALUE RECEIVED, Jones Soda Co. (the “Borrower”) at 4786 1st Avenue South, Suite 103, Seattle, WA 98134 hereby promises to pay to the order of Paul Norman (the “Lender”) at 3690 Chase Avenue, Miami Beach, FL 33140 the principal sum of four hundered fifty thousand dollars (USD $450,000.00) (the “Prin

May 8, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Jones Soda Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(3) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Equity Common Stock, no par value

May 8, 2025 S-8

As filed with the Securities and Exchange Commission on May 8, 2025

As filed with the Securities and Exchange Commission on May 8, 2025 Registration No.

May 1, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from         to Commission File Number: 000-28820 JONES SODA CO. (Ex

May 1, 2025 EX-10.10

Employment Offer Letter by the Company to Gabe Carimi dated February 27, 2024.

Exhibit 10.10 4786 1st Avenue South, Suite 103 T 206-436-8760 Seattle, WA 98134 www.jonessoda.com February 27, 2024 Gabe Carimi Dallas, TX Re: Employment Offer – Chief Operating Officer Dear Gabe: On behalf of Jones Soda Co. (“Jones Soda”), we are very pleased to offer you to the position of VP of Operations reporting to Jerry Goldner, Chief Growth Officer. This letter establishes the initial term

May 1, 2025 EX-19.1

Insider Trading Policy (filed herewith)

Exhibit 19.1 INSIDER TRADING COMPLIANCE PROGRAM In order to take an active role in the prevention of insider trading violations by its officers, directors, employees and other related individuals, Jones Soda Co. (the “Company”) has adopted the following policies and procedures: Section 1.02 I. Adoption of Insider Trading Policy The Company has adopted the Insider Trading Policy attached as Exhibit

April 1, 2025 EX-99.1

Jones Soda Reports Fourth Quarter and Full Year 2024 Results

Exhibit 99.1 Jones Soda Reports Fourth Quarter and Full Year 2024 Results Seattle, WA – April 1, 2025 – Jones Soda Co. (CSE: JSDA, OTCQB: JSDA) (“Jones Soda” or the “Company”), today announced its financial results for the fourth quarter and full year ended December 31, 2024. Fourth Quarter 2024 Financial Summary vs. Year-Ago Quarter ● Revenue was $2.8 million compared to $3.5 million. The fourth

April 1, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-28820 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING 683373401 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

April 1, 2025 EX-4.1

Description of Registrant’s Securities (Filed herewith).

EXHIBIT 4.1 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of our common stock is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our Articles of Incorporation, as amended and Amended and Restated Bylaws (“Bylaws”), each of which have been filed

April 1, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28820 JONES SODA CO. (Exact name o

April 1, 2025 EX-21.1

Subsidiaries of the Registrant (Filed herewith).

EXHIBIT 21.1 SUBSIDIARIES OF JONES SODA CO. ● Jones Soda Co. (USA) Inc. - A wholly-owned subsidiary, incorporated in the State of Washington. ● Jones Soda (Canada) Inc. - A wholly-owned subsidiary, incorporated in British Columbia. ● Mary Jones Holdings, Inc. - A wholly-owned subsidiary, incorporated in the State of Delaware. ● Mary Jones Holdco 2, Inc. – A wholly-owned subsidiary, incorporated in

April 1, 2025 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): April 1, 2025 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 Numbe

February 13, 2025 EX-99.1

Jones Soda Appoints New CEO Scott Harvey and CFO Brian Meadows Experienced Executives Plan to Execute Strategic Plan Focused on Driving Profitable Growth

Exhibit 99.1 Jones Soda Appoints New CEO Scott Harvey and CFO Brian Meadows Experienced Executives Plan to Execute Strategic Plan Focused on Driving Profitable Growth SEATTLE, WA (February 5, 2025) — Jones Soda Co. (“Jones” or the “Company”) (CSE: JSDA, OTCQB: JSDA) today announced the hiring of proven business executives Scott Harvey and Brian Meadows to serve as the Company’s new Chief Executive

February 13, 2025 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 5, 2025 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 Nu

February 13, 2025 EX-10.2

Employment Agreement dated February 12, 2025, between the Company and Brian Meadows (Previously filed with, and incorporated herein by reference to, Exhibit 10.2 to our current report on Form 8-K, filed on February 13, 2025; File No. 000-28820).

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of February 12, 2025 (the “Effective Date”) between Brian Meadows (“Executive”) and Jones Soda Co, a Washington corporation (the “Company”). Executive and the Company are herein referred to, collectively, as the “Parties.” RECITALS A. Executive has substantial expertise and experience in the field of

February 13, 2025 EX-10.1

Employment Agreement dated February 5, 2025, between the Company and Scott Harvey (Previously filed with, and incorporated herein by reference to, Exhibit 10.1 to our current report on Form 8-K, filed on February 13, 2025; File No. 000-28820).

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of February 5, 2025 (the “Effective Date”) between Scott Harvey (“Executive”) and Jones Soda Co, a Washington corporation (the “Company”). Executive and the Company are herein referred to as the “Parties.” RECITALS A. Executive has substantial expertise and experience in the field of executive managem

February 13, 2025 EX-99.2

Jones Soda Secures new USD 5 Million Credit Facility to Fuel Sales Growth in 2025

Exhibit 99.2 Jones Soda Secures new USD 5 Million Credit Facility to Fuel Sales Growth in 2025 SEATTLE, WA (February 6, 2025) — Jones Soda Co. (“Jones” or the “Company”) (CSE: JSDA, OTCQB: JSDA) today announced it has entered into a new $5 million revolving credit facility (the “Facility”) with Two Shore Capital Corp. (“Two Shores”). The funds available under the Facility are expected to be used f

November 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-2882

November 13, 2024 EX-99.1

Jones Soda Reports Third Quarter 2024 Results

EXHIBIT 99.1 Jones Soda Reports Third Quarter 2024 Results SEATTLE, Nov. 13, 2024 (GLOBE NEWSWIRE) - Jones Soda Co. (CSE: JSDA, OTCQB: JSDA) (“Jones” or the “Company”), a beverage innovation company focused on developing, marketing and distributing cutting edge consumer drink and wellness products as well as leading brands in the cannabis infused beverage category space, announced its financial re

November 13, 2024 8-K

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): November 12, 2024 Jones Soda Co.

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): November 12, 2024 Jones Soda Co. (Exact name of registrant as specified in its charter) Washington 0-28820 52-2336602 (State or Other Jurisdiction of Incorporation) (Commission File N

November 7, 2024 EX-99.1

JONES SODA CO. ANNOUNCES DEPARTURE OF JOE CULP Ronald Dissinger Appointed as Interim Chief Financial Officer Board Search for a Permanent Chief Financial Officer is Underway

Exhibit 99.1 FOR IMMEDIATE RELEASE: JONES SODA CO. ANNOUNCES DEPARTURE OF JOE CULP Ronald Dissinger Appointed as Interim Chief Financial Officer Board Search for a Permanent Chief Financial Officer is Underway SEATTLE, Washington, November 6, 2024 – Jones Soda Co. (“Jones Soda” or the “Company”) (CSE: JSDA, OTCQB: JSDA) announces that, effective November 4, 2024, Joe Culp, the Company’s Director o

November 7, 2024 8-K

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): November 4, 2024 JONES SODA CO. (

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): November 4, 2024 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 Nu

October 31, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): October 25, 2024 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 Nu

October 31, 2024 EX-99.1

JONES SODA CO. ANNOUNCES MANAGEMENT CHANGES Paul Norman Appointed Interim President and CEO, Succeeding David Knight Board Search for a Permanent CEO is Underway

Exhibit 99.1 FOR IMMEDIATE RELEASE: JONES SODA CO. ANNOUNCES MANAGEMENT CHANGES Paul Norman Appointed Interim President and CEO, Succeeding David Knight Board Search for a Permanent CEO is Underway SEATTLE, Washington, October 28, 2024 – Jones Soda Co. (“Jones Soda” or the “Company”) (CSE: JSDA, OTCQB: JSDA) announces that, effective October 25, 2024, David Knight, the Company’s President and Chie

September 27, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 23, 2024 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

September 3, 2024 424B3

Jones Soda Co. 17,155,400 Shares of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-281770 Jones Soda Co. 17,155,400 Shares of Common Stock This prospectus relates to the resale by certain selling shareholders of Jones Soda Co., a Washington corporation (the “Company”), identified in this prospectus of up to 17,155,400 shares (the “Resale Shares”) of the Company’s common stock, no par value, including 5,945,400 Resa

August 29, 2024 CORRESP

JONES SODA CO. 4786 1st Avenue South, Suite 103 Seattle, Washington 98134

JONES SODA CO. 4786 1st Avenue South, Suite 103 Seattle, Washington 98134 August 29, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Eranga Dias Re: Jones Soda Co. Registration Statement on Form S-1 File No. 333-281770 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933

August 23, 2024 EX-FILING FEES

Filing Fees Table (Filed herewith)

Exhibit 107 Calculation of Filing Fee Table FORM S-1 (Form Type) Jones Soda Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, no par value

August 23, 2024 S-1

As filed with the Securities and Exchange Commission on August 23, 2024

Table of Contents As filed with the Securities and Exchange Commission on August 23, 2024 Registration No.

August 22, 2024 8-K

Entry into a Material Definitive Agreement

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): August 16, 2024 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 Numb

August 22, 2024 EX-99.2

JONES SODA CO. ANNOUNCES CLOSING OF THIRD AND FINAL TRANCHE OF PRIVATE PLACEMENT OF UNITS

Exhibit 99.2 FOR IMMEDIATE RELEASE: JONES SODA CO. ANNOUNCES CLOSING OF THIRD AND FINAL TRANCHE OF PRIVATE PLACEMENT OF UNITS SEATTLE, Washington, August 22, 2024 – Jones Soda Co. (“Jones Soda” or the “Company”) (CSE: JSDA, OTCQB: JSDA) is pleased to announce that it has closed the third and final tranche of its previously announced private placement offering of units of the Company (the “Offering

August 22, 2024 EX-99.1

JONES SODA CO. PROVIDES UPDATE ON PRIVATE PLACEMENT

Exhibit 99.1 FOR IMMEDIATE RELEASE: JONES SODA CO. PROVIDES UPDATE ON PRIVATE PLACEMENT SEATTLE, Washington, August 16, 2024 – Jones Soda Co. (“Jones Soda” or the “Company”) (CSE: JSDA, OTCQB: JSDA) wishes to provide an update on the private placement financing of units consisting of (i) one (1) common share in the capital of the Company and (ii) one‐half (1/2) of one detachable share purchase war

August 14, 2024 EX-10.1

Revolving Financing and Assignment Agreement dated May 17, 2024 between Jones Soda Co. (USA) Inc. and Amerisource Funding Inc. Employment Agreement dated February 5, 2025, between the Company and Scott Harvey (Previously filed with, and incorporated herein by reference to, Exhibit 10.1 to our quarterly report on Form 10-Q, filed on August 14, 2024; File No. 000-28820).

REVOLVING FINANCING AND ASSIGNMENT AGREEMENT THIS REVOLVING FINANCING AND ASSIGNMENT AGREEMENT (the “Agreement”) is made as of May 17, 2024 by and between Jones Soda Co.

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28820 JON

August 13, 2024 8-K

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): August 13, 2024 Jones Soda Co. (E

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): August 13, 2024 Jones Soda Co. (Exact name of registrant as specified in its charter) Washington 0-28820 52-2336602 (State or Other Jurisdiction of Incorporation) (Commission File Num

August 13, 2024 EX-99.1

Jones Soda Reports Second Quarter 2024 Results – Continued Momentum in Revenue Growth Leads to Highest Second Quarter Revenue Performance Since 2009 –

EXHIBIT 99.1 Jones Soda Reports Second Quarter 2024 Results – Continued Momentum in Revenue Growth Leads to Highest Second Quarter Revenue Performance Since 2009 – SEATTLE, Aug. 13, 2024 (GLOBE NEWSWIRE) - Jones Soda Co. (CSE: JSDA, OTCQB: JSDA) (“Jones Soda” or the “Company”), a beverage innovation company focused on developing, marketing and distributing cutting edge consumer drink and wellness

August 1, 2024 EX-99.2

JONES SODA CO. ANNOUNCES CLOSING OF SECOND TRANCHE OF PRIVATE PLACEMENT OF UNITS

Exhibit 99.2 FOR IMMEDIATE RELEASE: JONES SODA CO. ANNOUNCES CLOSING OF SECOND TRANCHE OF PRIVATE PLACEMENT OF UNITS SEATTLE, Washington, August 1, 2024 – Jones Soda Co. (“Jones Soda” or the “Company”) (CSE: JSDA, OTCQB: JSDA) is pleased to announce that it has closed the second tranche of its previously announced private placement offering of units of the Company (the “Offering”) composed of: (i)

August 1, 2024 EX-99.1

JONES SODA CO. ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT OF UNITS FOR GROSS PROCEEDS OF $3,013,960

Exhibit 99.1 FOR IMMEDIATE RELEASE: JONES SODA CO. ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT OF UNITS FOR GROSS PROCEEDS OF $3,013,960 SEATTLE, Washington, July 29, 2024 – Jones Soda Co. (“Jones Soda” or the “Company”) (CSE: JSDA, OTCQB: JSDA) is pleased to announce that it has closed the first tranche of its previously announced private placement offering of units of the Company com

August 1, 2024 EX-4.1

Form of Non-Transferable Warrant to Purchase Common Shares of Jones Soda Co. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on August 1, 2024)

Exhibit 4.1 THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF JONES SODA CO. (THE “ISSUER”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED

August 1, 2024 8-K

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): July 26, 2024 Jones Soda Co. (Exac

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): July 26, 2024 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

August 1, 2024 EX-10.1

Form of Non-Transferable Warrant to Purchase Common Shares of Jones Soda Co. (Previously filed with, and incorporated herein by reference to, Exhibit 10.1 to our Current Report on Form 8-K, filed on August 1, 2024; File No. 000-28820).

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2024, between Jones Soda Co., a Washington corporation (the “Company”), and the Persons listed on signature page hereto (the “Investors”). This Agreement is made pursuant to the Subscription Agreements between the Company and each Investor (the “Subscription Agreements”

July 23, 2024 8-K

Financial Statements and Exhibits

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): July 18, 2024 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 Numbe

July 23, 2024 EX-99.1

JONES SODA CO. ANNOUNCES UPSIZING OF PRIVATE PLACEMENT TO UP TO US$5,000,000 FROM US$4,000,000

Exhibit 99.1 FOR IMMEDIATE RELEASE: JONES SODA CO. ANNOUNCES UPSIZING OF PRIVATE PLACEMENT TO UP TO US$5,000,000 FROM US$4,000,000 SEATTLE, Washington, July 18, 2024 – Jones Soda Co. (“Jones Soda” or the “Company”) (CSE: JSDA, QTCQB: JSDA) is pleased to announce that it has increased the size of its private placement, as described in the Company's news release dated July 11, 2024. The Company now

July 16, 2024 EX-99.2

JONES SODA CO. ANNOUNCES UPSIZING OF PRIVATE PLACEMENT TO US$4,000,000 FROM US$3,000,000

Exhibit 99.2 FOR IMMEDIATE RELEASE: JONES SODA CO. ANNOUNCES UPSIZING OF PRIVATE PLACEMENT TO US$4,000,000 FROM US$3,000,000 VANCOUVER, British Columbia, July 11, 2024 – Jones Soda Co. (“Jones Soda” or the “Company”) (CSE: JSDA, QTCQB: JSDA) is pleased to announce that it has increased the size of its private placement, as described in the Company's news release dated July 10, 2024. The Company no

July 16, 2024 8-K

Financial Statements and Exhibits

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): July 10, 2024 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 Numbe

July 16, 2024 EX-99.1

JONES SODA CO. ANNOUNCES OFFERING OF UNITS FOR GROSS PROCEEDS OF US$3,000,000

Exhibit 99.1 FOR IMMEDIATE RELEASE: JONES SODA CO. ANNOUNCES OFFERING OF UNITS FOR GROSS PROCEEDS OF US$3,000,000 VANCOUVER, British Columbia, July 10, 2024 – Jones Soda Co. (“Jones Soda” or the “Company”) (CSE: JSDA, QTCQB: JSDA) is pleased to announce a private placement of up to 7,500,000 units of the Company (the “Units”) at a price of $0.40 per Unit, for aggregate gross proceeds of US$3 milli

May 30, 2024 EX-99.1

Presentation materials relating to Jones Soda Co. dated May 30, 2024

Exhibit 99.1

May 30, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 30, 2024 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

May 23, 2024 8-K

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 17, 2024 Jones Soda Co. (Exac

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 17, 2024 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

May 17, 2024 8-K

Submission of Matters to a Vote of Security Holders

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 13, 2024 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

May 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28820 JO

May 14, 2024 EX-99.1

Jones Soda Reports First Quarter 2024 Results The Company Reports Highest Revenue First Quarter Performance Since 2009 as Growth Initiatives Begin to Take Hold

EXHIBIT 99.1 Jones Soda Reports First Quarter 2024 Results The Company Reports Highest Revenue First Quarter Performance Since 2009 as Growth Initiatives Begin to Take Hold SEATTLE, May 14, 2024 (GLOBE NEWSWIRE) - Jones Soda Co. (CSE: JSDA, OTCQB: JSDA) (“Jones Soda” or the “Company”), a beverage innovation company focused on developing, marketing and distributing cutting edge consumer drink and w

May 14, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 14, 2024 Jones Soda Co. (Exact name of registrant as specified in its charter) Washington 0-28820 52-2336602 (State or Other Jurisdiction of Incorporation) (Commission File Number

May 9, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Jones Soda Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, no par value per s

May 9, 2024 S-8

As Filed with the Securities and Exchange Commission on May 8, 2024

S-8 1 jsda20240501s8.htm FORM S-8 As Filed with the Securities and Exchange Commission on May 8, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jones Soda Co. (Exact Name of Registrant as Specified in Its Charter) Washington (State or other jurisdiction of incorporation or organizat

April 3, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

April 1, 2024 EX-10.8

Employment Offer Letter dated February 27, 2024, between Jones Soda Co. and Eric A. Bittner (Filed herewith).

Exhibit 10.8 4786 1st Avenue South, Suite 103 T 206-436-8760 Seattle, WA 98134 www.jonessoda.com February 27, 2024 Eric A. Bittner Re: Employment Offer – Chief Operating Officer Dear Eric, On behalf of Jones Soda Co. (“Jones Soda”), we are very pleased to offer you to the position of Chief Operating Officer reporting to David Knight, President and CEO. This letter establishes the initial terms of

April 1, 2024 EX-10.9

Employment Agreement dated October 23, 2023, between Jones Soda Co. and Jerry Goldner (Filed herewith).

Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of October 23, 2023 (the “Effective Date”) between Jerry Goldner (“Executive”) and Jones Soda Co, a Washington corporation (the “Company”). Executive and the Company are herein referred to as the “Parties.” RECITALS A. Executive has substantial expertise and experience in the field of sales and revenu

April 1, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28820 JONES SODA

April 1, 2024 EX-4.1

Description of Registrant's Securities (Filed herewith).

EXHIBIT 4.1 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of our common stock is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our Articles of Incorporation, as amended and Amended and Restated Bylaws (“Bylaws”), each of which have been filed

April 1, 2024 EX-21.1

Subsidiaries of the Registrant (Filed herewith).

EXHIBIT 21.1 SUBSIDIARIES OF JONES SODA CO. • Jones Soda Co. (USA) Inc.—A wholly-owned subsidiary, incorporated in the State of Washington • Jones Soda (Canada) Inc.—A wholly-owned subsidiary, incorporated in British Columbia • Mary Jones Holdings, Inc. —A wholly-owned subsidiary, incorporated in the State of Delaware. • Mary Jones, California LLC.—A wholly-owned subsidiary of Mary Jones Holdings,

April 1, 2024 EX-10.7

Form of

EXHIBIT 10.7 Jones Soda Co. 2022 Omnibus Equity Incentive Plan STOCK OPTION GRANT NOTICE Jones Soda Co. (the "Company") hereby grants to you an Option (the "Option") to purchase shares of the Company's Common Stock under the Company's 2022 Omnibus Equity Incentive Plan (the "Plan"). The Option is subject to all the terms and conditions set forth in this Stock Option Grant Notice (this "Grant Notic

April 1, 2024 EX-10.6

Form of Restricted Stock Unit Award Agreement under the Jones Soda Co. 2022 Omnibus Equity Incentive Plan (Filed herewith).

EXHIBIT 10.6 Jones Soda Co. 2022 Omnibus Equity Incentive Plan RESTRICTED STOCK UNIT AWARD NOTICE Jones Soda Co. (the "Company") hereby grants to you a Restricted Stock Unit Award (the "Award"). The Award is subject to all the terms and conditions set forth in this Restricted Stock Unit Award Notice (the "Award Notice") and in the Restricted Stock Unit Award Agreement and the Jones Soda Co. 2022 O

March 18, 2024 EX-99.1

Jones Soda Unveils New Operations Team to Bolster Company Growth and Innovation Craft Soda Favorite Continues Rapid Market Expansion with Top Industry Veterans from PepsiCo, Keurig, and ConAgra

Exhibit 99.1 Jones Soda Unveils New Operations Team to Bolster Company Growth and Innovation Craft Soda Favorite Continues Rapid Market Expansion with Top Industry Veterans from PepsiCo, Keurig, and ConAgra SEATTLE, WA (March 12, 2024) - Jones Soda Co. (CSE: JSDA, OTCQB: JSDA), the original craft soda known for its great taste, unconventional flavors, and iconic brand, has announced a new operatio

March 18, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 12, 2024 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 Numb

March 14, 2024 EX-99.1

Jones Soda Reports Fourth Quarter and Full Year 2023 Results – The Company Remains Well Positioned to Capitalize on Growth Opportunities in 2024 and Beyond –

EXHIBIT 99.1 Jones Soda Reports Fourth Quarter and Full Year 2023 Results – The Company Remains Well Positioned to Capitalize on Growth Opportunities in 2024 and Beyond – SEATTLE, March 14, 2024 (GLOBE NEWSWIRE) - Jones Soda Co. (CSE: JSDA, OTCQB: JSDA) (“Jones Soda” or the “Company”), a beverage innovation company focused on developing, marketing and distributing cutting edge consumer drink and w

March 14, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 14, 2024 Jones Soda Co. (Exact name of registrant as specified in its charter) Washington 0-28820 52-2336602 (State or Other Jurisdiction of Incorporation) (Commission File Numb

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-2882

November 9, 2023 EX-99.1

Jones Soda Reports Third Quarter 2023 Results – Jones Continues to Move Towards Bottom Line Profitability with Gross Margin Expanding by 600 Basis Points and Operating Expenses Declining, Both Year-Over-Year –

EXHIBIT 99.1 Jones Soda Reports Third Quarter 2023 Results – Jones Continues to Move Towards Bottom Line Profitability with Gross Margin Expanding by 600 Basis Points and Operating Expenses Declining, Both Year-Over-Year – SEATTLE, Nov. 09, 2023 (GLOBE NEWSWIRE) - Jones Soda Co. (CSE: JSDA, OTCQB: JSDA) (“Jones Soda” or the “Company”), the original craft soda known for its great taste, unconventio

November 9, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 9, 2023 Jones Soda Co. (Exact name of registrant as specified in its charter) Washington 0-28820 52-2336602 (State or Other Jurisdiction of Incorporation) (Commission File Nu

August 11, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28820 JON

August 9, 2023 EX-99.1

Jones Soda Reports Second Quarter 2023 Results Bottom Line Continued to Improve with Further Reductions in Operating Expenses and Gross Margin Expanding by 440 Basis Points

EXHIBIT 99.1 Jones Soda Reports Second Quarter 2023 Results Bottom Line Continued to Improve with Further Reductions in Operating Expenses and Gross Margin Expanding by 440 Basis Points SEATTLE, Aug. 09, 2023 (GLOBE NEWSWIRE) - Jones Soda Co. (CSE: JSDA, OTCQB: JSDA) (“Jones Soda” or the “Company”), the original craft soda known for its unconventional flavors and user-submitted photo labels, annou

August 9, 2023 8-K

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): August 9, 2023 Jones Soda Co. (Ex

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): August 9, 2023 Jones Soda Co. (Exact name of registrant as specified in its charter) Washington 0-28820 52-2336602 (State or Other Jurisdiction of Incorporation) (Commission File Numb

July 18, 2023 EX-16.1

Letter from Armanino LLP (Previously filed with, and incorporated herein by reference to, Exhibit 16.1 to our current report on Form 8-K, filed on July 18, 2023; File No. 000-28820).

Exhibit 16.1 July 18, 2023 Securities and Exchange Commission 100 F Street N.E. Washington D.C. 20549-7561 We have read Jones Soda Co. statements included in Item 4.01 of its Form 8-K dated July 18, 2023 and agree with those statements concerning our firm. /s/ Armanino LLP

July 18, 2023 8-K

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): July 14, 2023 Jones Soda Co. (Exa

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): July 14, 2023 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 Numbe

June 13, 2023 EX-10.1

Release of Claims Agreement dated June 8, 2023, between the Company and Mark Murray (Previously filed with, and incorporated herein by reference to, Exhibit 10.1 to our current report on Form 8-K, filed on June 13, 2023; File No. 000-28820).

EXHIBIT 10.1 RELEASE OF CLAIMS AGREEMENT This RELEASE OF CLAIMS AGREEMENT (the “Agreement”) is executed on June 8, 2023, by and among Mark Murray (the “Releasor”) and Jones Soda Co., a Washington corporation (the “Company”) (Releasor and the Company will be referred to herein individually as a “Party” and collectively as the “Parties”). All capitalized terms used herein and not otherwise defined s

June 13, 2023 EX-99.1

JONES SODA CO. ANNOUNCES APPOINTMENT OF DAVID KNIGHT AS NEW PRESIDENT AND CHIEF EXECUTIVE OFFICER David Knight Brings to Jones a Successful Track Record of Developing, Managing and Growing Dynamic and Youthful Brands

Exhibit 99.1 JONES SODA CO. ANNOUNCES APPOINTMENT OF DAVID KNIGHT AS NEW PRESIDENT AND CHIEF EXECUTIVE OFFICER David Knight Brings to Jones a Successful Track Record of Developing, Managing and Growing Dynamic and Youthful Brands Seattle, WA – June 8, 2023 – Jones Soda Co. (OTCQB: JSDA)(CSE: JSDA) (“Jones” or the “Company”) is pleased to announce that David Knight was appointed by the Company’s bo

June 13, 2023 8-K

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): June 8, 2023 Jones Soda Co. (Exac

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): June 8, 2023 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

June 13, 2023 EX-10.2

Employment Agreement dated June 8, 2023, between the Company and David Knight (Previously filed with, and incorporated herein by reference to, Exhibit 10.2 to our current report on Form 8-K, filed on June 13, 2023; File No. 000-28820).

EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of June 8, 2023 (the “Effective Date”) between David Knight (“Executive”) and Jones Soda Co, a Washington corporation (the “Company”). Executive and the Company are herein referred to as the “Parties.” RECITALS A. Executive has substantial expertise and experience in the field of executive management

June 1, 2023 EX-99.1

JONES SODA CO. ANNOUNCES APPOINTMENT OF NEW DIRECTOR TO THE BOARD OF DIRECTORS

Exhibit 99.1 JONES SODA CO. ANNOUNCES APPOINTMENT OF NEW DIRECTOR TO THE BOARD OF DIRECTORS Seattle, WA – May 31, 2023 – Jones Soda Co. (OTCQB: JSDA)(CSE: JSDA) (“Jones” or the “Company”) is pleased to announce that Ronald Dissinger was appointed by the Company’s board of directors (the “Board”) to serve as a director on the Board until the Company’s next annual meeting of stockholders. “Ron is a

June 1, 2023 8-K

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 25, 2023 Jones Soda Co. (Exac

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 25, 2023 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

May 17, 2023 8-K

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 15, 2023 Jones Soda Co. (Exac

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 15, 2023 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

May 16, 2023 424B3

Jones Soda Co. Up to 11,315,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-225049 Prospectus Supplement (to Prospectus dated July 23, 2018) Jones Soda Co. Up to 11,315,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated July 23, 2018 (the “Prospectus”), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-3 on Form S-1 (Registration No. 333-225049). This

May 16, 2023 424B3

Jones Soda Co. 24,324,384 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-265598 Prospectuses Supplement (to Prospectuses dated June 24, 2022) Jones Soda Co. 24,324,384 Shares of Common Stock This prospectus supplement supplements the prospectus, dated June 24, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-265598). This prospectus supplement is being filed

May 16, 2023 424B3

Jones Soda Co. 28,693,506 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-263641 Prospectuses Supplement (to Prospectuses dated March 30, 2022) Jones Soda Co. 28,693,506 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 30, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-263641). This prospectus supplement is being fil

May 11, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28820 JO

May 4, 2023 8-K

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 4, 2023 Jones Soda Co. (Exact

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 4, 2023 Jones Soda Co. (Exact name of registrant as specified in its charter) Washington 0-28820 52-2336602 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 4, 2023 EX-99.1

Jones Soda Reports First Quarter 2023 Results Expanded Gross Margin by 200 Basis Points Combined with Reduced Expenses Resulting in Improvements Across the Bottom Line

EXHIBIT 99.1 Jones Soda Reports First Quarter 2023 Results Expanded Gross Margin by 200 Basis Points Combined with Reduced Expenses Resulting in Improvements Across the Bottom Line SEATTLE, May 04, 2023 (GLOBE NEWSWIRE) - Jones Soda Co. (CSE: JSDA, OTCQB: JSDA) (“Jones Soda” or the “Company”), the original craft soda known for its unconventional flavors and user-submitted photo labels, announced i

April 6, 2023 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

DEFR14A 1 jsda20230406defr14a.htm FORM DEFR14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

April 6, 2023 424B3

Jones Soda Co. 24,324,384 Shares of Common Stock

424B3 1 jsda20230406d424b3.htm FORM 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-265598 Prospectuses Supplement (to Prospectuses dated June 24, 2022) Jones Soda Co. 24,324,384 Shares of Common Stock This prospectus supplement supplements the prospectus, dated June 24, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-265598).

April 6, 2023 424B3

Jones Soda Co. Up to 11,315,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-225049 Prospectus Supplement (to Prospectus dated July 23, 2018) Jones Soda Co. Up to 11,315,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated July 23, 2018 (the “Prospectus”), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-3 on Form S-1 (Registration No. 333-225049). This

April 6, 2023 424B3

Jones Soda Co. 28,693,506 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-263641 Prospectuses Supplement (to Prospectuses dated March 30, 2022) Jones Soda Co. 28,693,506 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 30, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-263641). This prospectus supplement is being fil

April 6, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 1, 2023 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 Numbe

April 5, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini

April 3, 2023 424B3

Jones Soda Co. 24,324,384 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-265598 Prospectuses Supplement (to Prospectuses dated June 24, 2022) Jones Soda Co. 24,324,384 Shares of Common Stock This prospectus supplement supplements the prospectus, dated June 24, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-265598). This prospectus supplement is being filed

April 3, 2023 424B3

Jones Soda Co. 28,693,506 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-263641 Prospectuses Supplement (to Prospectuses dated March 30, 2022) Jones Soda Co. 28,693,506 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 30, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-263641). This prospectus supplement is being fil

April 3, 2023 424B3

Jones Soda Co. Up to 11,315,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-225049 Prospectus Supplement (to Prospectus dated July 23, 2018) Jones Soda Co. Up to 11,315,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated July 23, 2018 (the “Prospectus”), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-3 on Form S-1 (Registration No. 333-225049). This

March 29, 2023 EX-10.5

Form of Stock Option Grant Notice and Agreement under the 2022 Omnibus Equity Incentive Plan (Filed herewith).

EXHIBIT 10.5 Jones Soda Co. 2022 Omnibus Equity Incentive Plan STOCK OPTION GRANT NOTICE Jones Soda Co. (the "Company") hereby grants to you an Option (the "Option") to purchase shares of the Company's Common Stock under the Company's 2022 Omnibus Equity Incentive Plan (the "Plan"). The Option is subject to all the terms and conditions set forth in this Stock Option Grant Notice (this "Grant Notic

March 29, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28820 JONES SODA

March 29, 2023 8-K

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): March 28, 2023 Jones Soda Co. (Ex

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): March 28, 2023 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 Numb

March 29, 2023 EX-21.1

Subsidiaries of the Registrant (Filed herewith).

EXHIBIT 21.1 SUBSIDIARIES OF JONES SODA CO. • Jones Soda Co. (USA) Inc.—A wholly-owned subsidiary, incorporated in the State of Washington • Jones Soda (Canada) Inc.—A wholly-owned subsidiary, incorporated in British Columbia • Mary Jones Holdings, Inc. —A wholly-owned subsidiary, incorporated in the State of Delaware. • Mary Jones, California LLC.—A wholly-owned subsidiary of Mary Jones Holdings,

March 29, 2023 EX-4.1

Description of Registrant's Securities (Filed herewith).

EXHIBIT 4.1 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of our common stock is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our Articles of Incorporation, as amended and Amended and Restated Bylaws (“Bylaws”), each of which have been filed

March 29, 2023 EX-10.4

Form of Restricted Stock Unit Award Notice and Agreement under the 2022 Omnibus Equity Incentive Plan (Filed herewith).

EXHIBIT 10.4 Jones Soda Co. 2022 Omnibus Equity Incentive Plan RESTRICTED STOCK UNIT AWARD NOTICE Jones Soda Co. (the "Company") hereby grants to you a Restricted Stock Unit Award (the "Award"). The Award is subject to all the terms and conditions set forth in this Restricted Stock Unit Award Notice (the "Award Notice") and in the Restricted Stock Unit Award Agreement and the Jones Soda Co. 2022 O

March 9, 2023 424B3

Jones Soda Co. Up to 11,315,000 Shares of Common Stock

424B3 1 jsda20230309424b3.htm FORM 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-225049 Prospectus Supplement (to Prospectus dated July 23, 2018) Jones Soda Co. Up to 11,315,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated July 23, 2018 (the “Prospectus”), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-3 on For

March 9, 2023 EX-99.1

Jones Soda Reports Fourth Quarter and Full Year 2022 Results Tenth Consecutive Quarter and Second Consecutive Year of Year-Over-Year Revenue Growth

EXHIBIT 99.1 Jones Soda Reports Fourth Quarter and Full Year 2022 Results Tenth Consecutive Quarter and Second Consecutive Year of Year-Over-Year Revenue Growth SEATTLE, March 09, 2023 (GLOBE NEWSWIRE) - Jones Soda Co. (CSE: JSDA, OTCQB: JSDA) (“Jones Soda” or the “Company”), the original craft soda company known for its unconventional flavors and user-designed label artwork, announced its financi

March 9, 2023 8-K

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): March 9, 2023 Jones Soda Co. (Exa

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): March 9, 2023 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 Numbe

March 9, 2023 424B3

Jones Soda Co. 28,693,506 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-263641 Prospectuses Supplement (to Prospectuses dated March 30, 2022) Jones Soda Co. 28,693,506 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 30, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-263641). This prospectus supplement is being fil

March 9, 2023 424B3

Jones Soda Co. 24,324,384 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-265598 Prospectuses Supplement (to Prospectuses dated June 24, 2022) Jones Soda Co. 24,324,384 Shares of Common Stock This prospectus supplement supplements the prospectus, dated June 24, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-265598). This prospectus supplement is being filed

March 6, 2023 EX-99.1

JONES SODA CO. ANNOUNCES APPOINTMENT OF NEW DIRECTOR TO THE BOARD OF DIRECTORS

JONES SODA CO. ANNOUNCES APPOINTMENT OF NEW DIRECTOR TO THE BOARD OF DIRECTORS Seattle, WA – February 28, 2023 – Jones Soda. (OTCQB: JSDA)(CSE: JSDA) (“Jones” or the “Company”) is pleased to announce that Gregg Reichman was appointed by the Company’s board of directors (the “Board”) to serve as a director on the Board until the Company’s next annual meeting of stockholders. “We are excited to have

March 6, 2023 8-K

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): February 27, 2023 Jones Soda Co.

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): February 27, 2023 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 N

February 22, 2023 424B3

Jones Soda Co. Up to 11,315,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-225049 Prospectus Supplement (to Prospectus dated July 23, 2018) Jones Soda Co. Up to 11,315,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated July 23, 2018 (the “Prospectus”), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-3 on Form S-1 (Registration No. 333-225049). This

February 22, 2023 8-K

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): February 15, 2023 Jones Soda Co.

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): February 15, 2023 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 N

February 22, 2023 424B3

Jones Soda Co. 28,693,506 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-263641 Prospectuses Supplement (to Prospectuses dated March 30, 2022) Jones Soda Co. 28,693,506 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 30, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-263641). This prospectus supplement is being fil

February 22, 2023 424B3

Jones Soda Co. 24,324,384 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-265598 Prospectuses Supplement (to Prospectuses dated June 24, 2022) Jones Soda Co. 24,324,384 Shares of Common Stock This prospectus supplement supplements the prospectus, dated June 24, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-265598). This prospectus supplement is being filed

January 25, 2023 424B3

Jones Soda Co. 24,324,384 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-265598 Prospectuses Supplement (to Prospectuses dated June 24, 2022) Jones Soda Co. 24,324,384 Shares of Common Stock This prospectus supplement supplements the prospectus, dated June 24, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-265598). This prospectus supplement is being filed

January 25, 2023 424B3

Jones Soda Co. Up to 11,315,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-225049 Prospectus Supplement (to Prospectus dated July 23, 2018) Jones Soda Co. Up to 11,315,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated July 23, 2018 (the “Prospectus”), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-3 on Form S-1 (Registration No. 333-225049). This

January 25, 2023 424B3

Jones Soda Co. 28,693,506 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-263641 Prospectuses Supplement (to Prospectuses dated March 30, 2022) Jones Soda Co. 28,693,506 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 30, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-263641). This prospectus supplement is being fil

January 6, 2023 EX-10.1

Recission Agreement dated December 30, 2022, between Jones Soda Co. and Mark Murray (Previously filed with, and incorporated herein by reference to, Exhibit 10.1 to our current report on Form 8-K, filed on January 6, 2023; File No. 000-28820).

Exhibit 10.1 RESCISSION AGREEMENT This RESCISSION AGREEMENT (?Agreement?) is entered into as of the 30th day of December 2022 (the ?Execution Date?) by and between Jones Soda Co., a Washington corporation (the ?Company?) and Mark Murray (the "Recipient"). The Company and Recipient, each is referred to as ?Party? and collectively referred to as ?Parties?. This Agreement is effective upon the Execut

January 6, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 30, 2022 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 N

November 10, 2022 EX-99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-2882

November 10, 2022 424B3

Jones Soda Co. 28,693,506 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-263641 Prospectuses Supplement (to Prospectuses dated March 30, 2022) Jones Soda Co. 28,693,506 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 30, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-263641). This prospectus supplement is being fil

November 10, 2022 424B3

Jones Soda Co. Up to 11,315,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-225049 Prospectus Supplement (to Prospectus dated July 23, 2018) Jones Soda Co. Up to 11,315,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated July 23, 2018 (the ?Prospectus?), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-3 on Form S-1 (Registration No. 333-225049). This

November 10, 2022 EX-99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-2882

November 10, 2022 424B3

Jones Soda Co. 24,324,384 Shares of Common Stock

424B3 1 jsda20221110c424b3.htm FORM 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-265598 Prospectuses Supplement (to Prospectuses dated June 24, 2022) Jones Soda Co. 24,324,384 Shares of Common Stock This prospectus supplement supplements the prospectus, dated June 24, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-265598).

November 10, 2022 EX-99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-2882

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-2882

November 3, 2022 EX-99.1

Jones Soda Reports Third Quarter 2022 Results – Ninth Consecutive Quarter of Year-Over-Year Revenue Growth –

EXHIBIT 99.1 Jones Soda Reports Third Quarter 2022 Results – Ninth Consecutive Quarter of Year-Over-Year Revenue Growth – SEATTLE, Nov. 03, 2022 (GLOBE NEWSWIRE) - Jones Soda Co. (CSE: JSDA, OTCQB: JSDA) (“Jones Soda” or the “Company”), the original craft soda known for its unconventional flavors and user-submitted photo labels, announced its financial results for the third quarter ended September

November 3, 2022 8-K

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): November 3, 2022 Jones Soda Co. (

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): November 3, 2022 Jones Soda Co. (Exact name of registrant as specified in its charter) Washington 0-28820 52-2336602 (State or Other Jurisdiction of Incorporation) (Commission File Nu

September 19, 2022 424B3

Jones Soda Co. 28,693,506 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-263641 Prospectuses Supplement (to Prospectuses dated March 30, 2022) Jones Soda Co. 28,693,506 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 30, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-263641). This prospectus supplement is being fil

September 19, 2022 EX-99.1

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): September 13, 2022 Jones Soda Co.

Exhibit 99.1 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): September 13, 2022 Jones Soda Co. (Exact Name of Registrant as Specified in Its Charter) Washington 0-28820 52-2336602 (State or other jurisdiction of incorporation) (Com

September 19, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 13, 2022 Jones Soda Co. (Exact Name of Registrant as Specified in Its Charter) Washington 0-28820 52-2336602 (State or other jurisdiction of incorporation) (Commission File

September 19, 2022 EX-99.1

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): September 13, 2022 Jones Soda Co.

Exhibit 99.1 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): September 13, 2022 Jones Soda Co. (Exact Name of Registrant as Specified in Its Charter) Washington 0-28820 52-2336602 (State or other jurisdiction of incorporation) (Com

September 19, 2022 EX-99.1

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): September 13, 2022 Jones Soda Co.

Exhibit 99.1 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): September 13, 2022 Jones Soda Co. (Exact Name of Registrant as Specified in Its Charter) Washington 0-28820 52-2336602 (State or other jurisdiction of incorporation) (Com

September 19, 2022 424B3

Jones Soda Co. 24,324,384 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-265598 Prospectuses Supplement (to Prospectuses dated June 24, 2022) Jones Soda Co. 24,324,384 Shares of Common Stock This prospectus supplement supplements the prospectus, dated June 24, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-265598). This prospectus supplement is being filed

September 19, 2022 424B3

Jones Soda Co. Up to 11,315,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-225049 Prospectus Supplement (to Prospectus dated July 23, 2018) Jones Soda Co. Up to 11,315,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated July 23, 2018 (the ?Prospectus?), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-3 on Form S-1 (Registration No. 333-225049). This

August 18, 2022 EX-99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28820 JON

August 18, 2022 424B3

Jones Soda Co. 28,693,506 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-263641 Prospectuses Supplement (to Prospectuses dated March 30, 2022) Jones Soda Co. 28,693,506 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 30, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-263641). This prospectus supplement is being fil

August 18, 2022 424B3

Jones Soda Co. Up to 11,315,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-225049 Prospectus Supplement (to Prospectus dated July 23, 2018) Jones Soda Co. Up to 11,315,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated July 23, 2018 (the ?Prospectus?), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-3 on Form S-1 (Registration No. 333-225049). This

August 18, 2022 EX-99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28820 JON

August 18, 2022 EX-99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28820 JON

August 18, 2022 424B3

Jones Soda Co. 24,324,384 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-265598 Prospectuses Supplement (to Prospectuses dated June 24, 2022) Jones Soda Co. 24,324,384 Shares of Common Stock This prospectus supplement supplements the prospectus, dated June 24, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-265598). This prospectus supplement is being filed

August 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28820 JON

August 4, 2022 EX-99.1

Jones Soda Reports Second Quarter 2022 Results – Eighth Consecutive Quarter of Year-Over-Year Revenue Growth – – Initial Mary Jones Cannabis Product Launch Beats Internal Expectations and Generates Enthusiastic Consumer Feedback and Demand –

EXHIBIT 99.1 Jones Soda Reports Second Quarter 2022 Results – Eighth Consecutive Quarter of Year-Over-Year Revenue Growth – – Initial Mary Jones Cannabis Product Launch Beats Internal Expectations and Generates Enthusiastic Consumer Feedback and Demand – SEATTLE, Aug. 04, 2022 (GLOBE NEWSWIRE) - Jones Soda Co. (CSE: JSDA, OTCQB: JSDA) (“Jones Soda” or the “Company”), the original craft soda known

August 4, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 4, 2022 Jones Soda Co. (Exact name of registrant as specified in its charter) Washington 0-28820 52-2336602 (State or Other Jurisdiction of Incorporation) (Commission File Numb

June 27, 2022 424B3

Jones Soda Co. 24,324,384 Shares of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-265598 Jones Soda Co. 24,324,384 Shares of Common Stock This prospectus relates to the resale by certain selling shareholders of Jones Soda Co., a Washington corporation (the ?Company?), identified in this prospectus of up to 24,324,384 shares (the ?Resale Shares?) of the Company?s common stock, no par value, including 18,302,192 Res

June 21, 2022 CORRESP

JONES SODA CO. 66 South Hanford Street, Suite 150 Seattle, Washington 98134 June 21, 2022

JONES SODA CO. 66 South Hanford Street, Suite 150 Seattle, Washington 98134 June 21, 2022 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Gregory Herbers Re: Jones Soda Co. Registration Statement on Form S-1 File No. 333-265598 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of

June 14, 2022 EX-FILING FEES

Filing Fees Table (Filed herewith)

Exhibit 107 Calculation of Filing Fee Table FORM S-1 (Form Type) Jones Soda Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, no par value

June 14, 2022 EX-3.3

Articles of Amendment to Articles of Incorporation of Jones Soda Co. dated May 16, 2022. (Previously filed with, and incorporated herein by reference to, Exhibit 3.3 to our registration statement on Form S-1, filed on June 14, 2022; File No. 333-265598).

Exhibit 3.3 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF JONES SODA CO. Pursuant to RCW 23B.10.030 and RCW 23B.10.060 of the Washington Business Corporation Act, the undersigned corporation (the ?Corporation?) hereby submits the following amendments to the Corporation's Articles of Incorporation. 1. The name of the Corporation is JONES SODA CO. 2. The amendment to the Articles of Incorpor

June 14, 2022 S-1

As filed with the Securities and Exchange Commission on June 14, 2022

Table of Contents As filed with the Securities and Exchange Commission on June 14, 2022 Registration No.

June 7, 2022 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): June 6, 2022 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

June 7, 2022 EX-99.1

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): June 6, 2022 Jones Soda Co. (Exac

Exhibit 99.1 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): June 6, 2022 Jones Soda Co. (Exact Name of Registrant as Specified in Its Charter) Washington (State or Other Jurisdiction of Incorporation) 0-28820 52-2336602 (Commissio

June 7, 2022 425

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): June 6, 2022 Jones Soda Co. (Exac

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): June 6, 2022 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

June 7, 2022 424B3

Jones Soda Co. Up to 11,315,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-225049 Prospectus Supplement (to Prospectus dated July 23, 2018) Jones Soda Co. Up to 11,315,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated July 23, 2018 (the ?Prospectus?), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-3 on Form S-1 (Registration No. 333-225049). This

June 7, 2022 EX-99.1

SIMPLY BETTER BRANDS CORP AND JONES SODA CO. ANNOUNCE TERMINATION OF LETTER OF INTENT DUE TO UNFAVOURABLE MARKET CONDITIONS

Exhibit 99.1 SIMPLY BETTER BRANDS CORP AND JONES SODA CO. ANNOUNCE TERMINATION OF LETTER OF INTENT DUE TO UNFAVOURABLE MARKET CONDITIONS VANCOUVER, British Columbia, June 7, 2022 (GLOBE NEWSWIRE)?Simply Better Brands Corp. ( ?Simply Better Brands? or ?SBBC?) (TSX Venture: SBBC) (OTCQB: PKANF) and Jones Soda Co. (?Jones?) (CSE: JSDA) (OTCQB: JSDA) announce that, due to current market conditions, SB

June 7, 2022 424B3

Jones Soda Co. 28,693,506 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-263641 Prospectuses Supplement (to Prospectuses dated March 30, 2022) Jones Soda Co. 28,693,506 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 30, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-263641). This prospectus supplement is being fil

June 7, 2022 EX-99.1

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): June 6, 2022 Jones Soda Co. (Exac

Exhibit 99.1 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): June 6, 2022 Jones Soda Co. (Exact Name of Registrant as Specified in Its Charter) Washington (State or Other Jurisdiction of Incorporation) 0-28820 52-2336602 (Commissio

June 7, 2022 EX-99.1

SIMPLY BETTER BRANDS CORP AND JONES SODA CO. ANNOUNCE TERMINATION OF LETTER OF INTENT DUE TO UNFAVOURABLE MARKET CONDITIONS

Exhibit 99.1 SIMPLY BETTER BRANDS CORP AND JONES SODA CO. ANNOUNCE TERMINATION OF LETTER OF INTENT DUE TO UNFAVOURABLE MARKET CONDITIONS VANCOUVER, British Columbia, June 7, 2022 (GLOBE NEWSWIRE)?Simply Better Brands Corp. ( ?Simply Better Brands? or ?SBBC?) (TSX Venture: SBBC) (OTCQB: PKANF) and Jones Soda Co. (?Jones?) (CSE: JSDA) (OTCQB: JSDA) announce that, due to current market conditions, SB

June 2, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 27, 2022 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

June 2, 2022 EX-99

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 27, 2022 Jones Soda Co. (Exac

Exhibit 99 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 27, 2022 Jones Soda Co. (Exact Name of Registrant as Specified in Its Charter) Washington (State or Other Jurisdiction of Incorporation) 0-28820 52-2336602 (Commission

June 2, 2022 424B3

Jones Soda Co. Up to 11,315,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-225049 Prospectus Supplement (to Prospectus dated July 23, 2018) Jones Soda Co. Up to 11,315,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated July 23, 2018 (the ?Prospectus?), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-3 on Form S-1 (Registration No. 333-225049). This

June 2, 2022 EX-99

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 27, 2022 Jones Soda Co. (Exac

Exhibit 99 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 27, 2022 Jones Soda Co. (Exact Name of Registrant as Specified in Its Charter) Washington (State or Other Jurisdiction of Incorporation) 0-28820 52-2336602 (Commission

June 2, 2022 EX-10.1

Employment Agreement between Jones Soda Co. and Mark Murray dated effective May 27, 2022 (Previously filed with, and incorporated herein by reference to, our Current Report on Form 8-K, filed June 2, 2022; File No. 000-28820).

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is entered into as May 27, 2022 (the ?Effective Date?) between Mark Murray (?Executive?) and Jones Soda Co, a Washington corporation (the ?Company?). Executive and the Company are herein referred to as the ?Parties.? RECITALS A. Executive has substantial expertise and experience in the field of executive management and

June 2, 2022 424B3

Jones Soda Co. 28,693,506 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-263641 Prospectuses Supplement (to Prospectuses dated March 30, 2022) Jones Soda Co. 28,693,506 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 30, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-263641). This prospectus supplement is being fil

May 20, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 5 ex378670.htm EXHIBIT FILING FEES Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Jones Soda Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(2) Fee Rate Amount of Regi

May 20, 2022 EX-4.2

Articles of Amendment to the Articles of Incorporation dated May 16, 2022 (previously filed with and incorporated herein by reference to, Exhibit 4.2 to our Registration Statement on Form S-8 file on May 20, 2022.

Exhibit 4.2 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF JONES SODA CO. Pursuant to RCW 23B.10.030 and RCW 23B.10.060 of the Washington Business Corporation Act, the undersigned corporation (the ?Corporation?) hereby submits the following amendments to the Corporation's Articles of Incorporation. 1. The name of the Corporation is JONES SODA CO. 2. The amendment to the Articles of Incorpor

May 20, 2022 S-8

As Filed with the Securities and Exchange Commission on May 20, 2022

As Filed with the Securities and Exchange Commission on May 20, 2022 Registration No.

May 19, 2022 424B3

Jones Soda Co. 28,693,506 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-263641 Prospectuses Supplement (to Prospectuses dated March 30, 2022) Jones Soda Co. 28,693,506 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 30, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-263641). This prospectus supplement is being fil

May 19, 2022 EX-99.1

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 10, 2022 Jones Soda Co. (Exac

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 10, 2022 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

May 19, 2022 EX-2.1

AMENDMENT TO BINDING OFFER TO PURCHASE

Exhibit 2.1 AMENDMENT TO BINDING OFFER TO PURCHASE May 10, 2022 Michael Galloro & Brian Meadows Simply Better Brands Corp. 206 ? 595 Howe Street Vancouver, BC V6C 2T5 Dear Sirs: Re: Amendment to that certain Binding Offer to Purchase dated April 16, 2022 (the ?Letter Agreement?) by and between Simply Better Brands Corp. (?SBBC?) and Jones Soda Co. (?JSC?). This letter (this ?Amendment to Letter Ag

May 19, 2022 425

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 10, 2022 Jones Soda Co. (Exac

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 10, 2022 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

May 19, 2022 424B3

Jones Soda Co. Up to 11,315,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-225049 Prospectus Supplement (to Prospectus dated July 23, 2018) Jones Soda Co. Up to 11,315,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated July 23, 2018 (the ?Prospectus?), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-3 on Form S-1 (Registration No. 333-225049). This

May 19, 2022 EX-99.1

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 10, 2022 Jones Soda Co. (Exac

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 10, 2022 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

May 16, 2022 EX-99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28820 JO

May 16, 2022 EX-2.1

Amendment to Binding Offer to Purchase dated May 10, 2022

Exhibit 2.1 AMENDMENT TO BINDING OFFER TO PURCHASE May 10, 2022 Michael Galloro & Brian Meadows Simply Better Brands Corp. 206 ? 595 Howe Street Vancouver, BC V6C 2T5 Dear Sirs: Re: Amendment to that certain Binding Offer to Purchase dated April 16, 2022 (the ?Letter Agreement?) by and between Simply Better Brands Corp. (?SBBC?) and Jones Soda Co. (?JSC?). This letter (this ?Amendment to Letter Ag

May 16, 2022 424B3

Jones Soda Co. 28,693,506 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-263641 Prospectuses Supplement (to Prospectuses dated March 30, 2022) Jones Soda Co. 28,693,506 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 30, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-263641). This prospectus supplement is being fil

May 16, 2022 424B3

Jones Soda Co. Up to 11,315,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-225049 Prospectus Supplement (to Prospectus dated July 23, 2018) Jones Soda Co. Up to 11,315,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated July 23, 2018 (the ?Prospectus?), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-3 on Form S-1 (Registration No. 333-225049). This

May 16, 2022 8-K

Submission of Matters to a Vote of Security Holders

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 10, 2022 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

May 16, 2022 EX-99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28820 JO

May 13, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28820 JO

May 12, 2022 EX-99.1

Jones Soda Reports First Quarter 2022 Results – Seventh Consecutive Quarter of Year-Over-Year Growth; Achieved Significant Year-Over-Year Revenue Growth within Three Year Turnaround Plan – – Announces Brand Partnerships for the Second Half of 2022 an

Exhibit 99.1 Jones Soda Reports First Quarter 2022 Results ? Seventh Consecutive Quarter of Year-Over-Year Growth; Achieved Significant Year-Over-Year Revenue Growth within Three Year Turnaround Plan ? ? Announces Brand Partnerships for the Second Half of 2022 and Provides an Update on the Launch of Mary Jones Cannabis Products ? Seattle, WA ? May 11, 2022 ? Jones Soda Co. (CSE: JSDA, OTCQB: JSDA)

May 12, 2022 425

Jones Soda Co.

Filed by Jones Soda Co. Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Jones Soda Co. (Commission File No. 000-28820) Jones Soda Co. ? Q1 2022 Earnings Call Script On May 11, 2022, Jones Soda Co. held a First Quarter 2022 Earnings Conference Call, a replay of which was made available on Jones

May 12, 2022 425

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 11, 2022 Jones Soda Co. (Exac

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 11, 2022 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

May 11, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 11, 2022 Jones Soda Co. (Exact name of registrant as specified in its charter) Washington 0-28820 52-2336602 (State or Other Jurisdiction of Incorporation) (Commission File Number

May 11, 2022 424B3

Jones Soda Co. Up to 11,315,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-225049 Prospectus Supplement (to Prospectus dated July 23, 2018) Jones Soda Co. Up to 11,315,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated July 23, 2018 (the ?Prospectus?), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-3 on Form S-1 (Registration No. 333-225049). This

May 11, 2022 EX-99.1

Jones Soda Reports First Quarter 2022 Results – Seventh Consecutive Quarter of Year-Over-Year Growth; Achieved Significant Year-Over-Year Revenue Growth within Three Year Turnaround Plan – – Announces Brand Partnerships for the Second Half of 2022 an

EXHIBIT 99.1 Jones Soda Reports First Quarter 2022 Results – Seventh Consecutive Quarter of Year-Over-Year Growth; Achieved Significant Year-Over-Year Revenue Growth within Three Year Turnaround Plan – – Announces Brand Partnerships for the Second Half of 2022 and Provides an Update on the Launch of Mary Jones Cannabis Products – SEATTLE, May 11, 2022 (GLOBE NEWSWIRE) - Jones Soda Co. (CSE: JSDA,

May 11, 2022 424B3

Jones Soda Co. 28,693,506 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-263641 Prospectuses Supplement (to Prospectuses dated March 30, 2022) Jones Soda Co. 28,693,506 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 30, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-263641). This prospectus supplement is being fil

April 21, 2022 425

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): April 16, 2022 Jones Soda Co. (Ex

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): April 16, 2022 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 Numb

April 21, 2022 EX-99.1

SIMPLY BETTER BRANDS CORP AND JONES SODA CO. SIGN BINDING LOI WITH MERGER LEADING TO ACCELERATED SCALE AND MOMENTUM IN HIGH GROWTH CATEGORIES

Exhibit 99.1 SIMPLY BETTER BRANDS CORP AND JONES SODA CO. SIGN BINDING LOI WITH MERGER LEADING TO ACCELERATED SCALE AND MOMENTUM IN HIGH GROWTH CATEGORIES ? Business combination intended to enable accelerated growth in plant-based wellness, food and beverage and health and beauty growth markets ? Full Year post acquisition annual sales expected to be in excess of USD $60 Million with a combined gr

April 21, 2022 EX-2.1

Binding Offer to Purchase dated April 16, 2022

Exhibit 2.1 BINDING OFFER TO PURCHASE April 16, 2022 Messrs. Alex Spiro & Mark Murray Jones Soda Co. 66 South Hanford Street Seattle, WA 98134 Dear Sirs: Re: Offer from Simply Better Brands Corp. (?SBBC?) to undertake a business combination with Jones Soda Co. (?JSC?) This letter (?Letter?) sets forth binding principal terms and ?conditions of a proposed business combination between SBBC and JSC (

April 21, 2022 424B3

Jones Soda Co. Up to 11,315,000 Shares of Common Stock

424B3 1 jsda20220421b424b3.htm FORM 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-225049 Prospectus Supplement (to Prospectus dated July 23, 2018) Jones Soda Co. Up to 11,315,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated July 23, 2018 (the “Prospectus”), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-3 on Fo

April 21, 2022 EX-2.1

Binding Offer to Purchase dated April 16, 2022

EX-2.1 2 ex362149.htm EXHIBIT 2.1 Exhibit 2.1 BINDING OFFER TO PURCHASE April 16, 2022 Messrs. Alex Spiro & Mark Murray Jones Soda Co. 66 South Hanford Street Seattle, WA 98134 Dear Sirs: Re: Offer from Simply Better Brands Corp. (“SBBC”) to undertake a business combination with Jones Soda Co. (“JSC”) This letter (“Letter”) sets forth binding principal terms and ‎conditions of a proposed business

April 21, 2022 EX-99.1

SIMPLY BETTER BRANDS CORP AND JONES SODA CO. SIGN BINDING LOI WITH MERGER LEADING TO ACCELERATED SCALE AND MOMENTUM IN HIGH GROWTH CATEGORIES

EX-99.1 3 ex362150.htm EXHIBIT 99.1 Exhibit 99.1 SIMPLY BETTER BRANDS CORP AND JONES SODA CO. SIGN BINDING LOI WITH MERGER LEADING TO ACCELERATED SCALE AND MOMENTUM IN HIGH GROWTH CATEGORIES ● Business combination intended to enable accelerated growth in plant-based wellness, food and beverage and health and beauty growth markets ● Full Year post acquisition annual sales expected to be in excess o

April 21, 2022 424B3

Jones Soda Co. 28,693,506 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-263641 Prospectuses Supplement (to Prospectuses dated March 30, 2022) Jones Soda Co. 28,693,506 Shares of Common Stock This prospectus supplement supplements the prospectus, dated March 30, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-263641). This prospectus supplement is being fil

April 21, 2022 EX-99.1

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): April 16, 2022 Jones Soda Co. (Ex

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): April 16, 2022 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 Numb

April 21, 2022 EX-99.1

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): April 16, 2022 Jones Soda Co. (Ex

EX-99.1 2 ex362235.htm EXHIBIT 99.1 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): April 16, 2022 Jones Soda Co. (Exact Name of Registrant as Specified in Its Charter) Washington (State or Other Jurisdiction of Incorporation) 0-28

April 21, 2022 8-K

Other Events

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): April 16, 2022 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 Numb

April 1, 2022 DEF 14A

2022 Omnibus Equity Incentive Plan (Previously filed with, and incorporated herein by reference to, Appendix B to our definitive proxy statement on Schedule 14A, filed April 1, 2022)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini

March 31, 2022 424B3

Jones Soda Co. 28,693,506 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-263641 PROSPECTUS Jones Soda Co. 28,693,506 Shares of Common Stock This prospectus relates to the resale by certain selling shareholders of Jones Soda Co., a Washington corporation (the ?Company?), identified in this prospectus of up to 28,693,506 shares (the ?Resale Shares?) of the Company?s common stock, no par value, including 4,999,843 Resa

March 28, 2022 CORRESP

JONES SODA CO. 66 South Hanford Street, Suite 150 Seattle, Washington 98134 March 28, 2022

JONES SODA CO. 66 South Hanford Street, Suite 150 Seattle, Washington 98134 March 28, 2022 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Gregory Herbers Re: Jones Soda Co. Registration Statement on Form S-1 File No. 333-263641 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of

March 22, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

March 21, 2022 EX-99.1

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): March 15, 2022 Jones Soda Co. (Ex

Exhibit 99.1 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): March 15, 2022 Jones Soda Co. (Exact Name of Registrant as Specified in Its Charter) Washington (State or Other Jurisdiction of Incorporation) 0-28820 52-2336602 (Commiss

March 21, 2022 424B3

Jones Soda Co. Up to 11,315,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-225049 Prospectus Supplement (to Prospectus dated July 23, 2018) Jones Soda Co. Up to 11,315,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated July 23, 2018 (the ?Prospectus?), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-3 on Form S-1 (Registration No. 333-225049). This

March 21, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 15, 2022 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 Numb

March 17, 2022 S-1

As filed with the Securities and Exchange Commission on March 17, 2022

S-1 1 jsda20220316s1.htm FORM S-1 As filed with the Securities and Exchange Commission on March 17, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JONES SODA CO. (Exact name of registrant as specified in its charter) Washington 2080 52-2336602 (State or other jurisdiction of incorpo

March 17, 2022 EX-FILING FEES

Filing Fees Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) JONES SODA CO. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stoc

March 17, 2022 EX-3.3

Form of Certificate of Amendment to Articles of Incorporation of Jones Soda Co. to Increase the Company’s Authorized Capital Stock to be filed with the Washington Secretary of State after approval of the Company’s shareholders at the Company’s 2022 Annual Meeting of Shareholders

EXHIBIT 3.3 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF JONES SODA CO. Pursuant to RCW 23B.10.030 and RCW 23B.10.060 of the Washington Business Corporation Act, the undersigned corporation (the ?Corporation?) hereby submits the following amendments to the Corporation's Articles of Incorporation. 1. The name of the Corporation is JONES SODA CO. 2. The amendment to the Articles of Incorpor

March 14, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28820 JONES SODA

March 14, 2022 424B3

Jones Soda Co. Up to 11,315,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-225049 Prospectus Supplement (to Prospectus dated July 23, 2018) Jones Soda Co. Up to 11,315,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated July 23, 2018 (the ?Prospectus?), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-3 on Form S-1 (Registration No. 333-225049). This

March 14, 2022 EX-21.1

Subsidiaries of the Registrant (Previously filed with and incorporated herein by reference to, our annual report on Form 10-K, filed March 14, 2022; File No. 000-28820)

EXHIBIT 21.1 SUBSIDIARIES OF JONES SODA CO. ? Jones Soda Co. (USA) Inc.?A wholly-owned subsidiary, incorporated in the State of Washington ? Jones Soda (Canada) Inc.?A wholly-owned subsidiary, incorporated in British Columbia ? Jones Soda Cannabis Inc.?A wholly-owned subsidiary, incorporated in the State of Delaware.

March 14, 2022 EX-99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Exhibit 99.1 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-288

March 14, 2022 EX-4.1

Description of Registrant's Securities (Filed herewith).

EXHIBIT 4.1 DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of our common stock is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our Articles of Incorporation and Amended and Restated Bylaws (?Bylaws?), each of which have been filed with the Se

March 10, 2022 EX-99.1

Jones Soda Reports Strong Fourth Quarter and Full Year 2021 Results – Continues to Execute on Turnaround Strategy, Reports Sixth Consecutive Quarter of Revenue Growth – – Completes Strategic Entry into Cannabis Sector; Expects to Launch Portfolio by

EXHIBIT 99.1 Jones Soda Reports Strong Fourth Quarter and Full Year 2021 Results – Continues to Execute on Turnaround Strategy, Reports Sixth Consecutive Quarter of Revenue Growth – – Completes Strategic Entry into Cannabis Sector; Expects to Launch Portfolio by End of First Quarter – SEATTLE, March 10, 2022 (GLOBE NEWSWIRE) - Jones Soda Co. (CSE: JSDA, OTCQB: JSDA) (“Jones Soda” or the “Company”)

March 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 10, 2022 Jones Soda Co. (Exact name of registrant as specified in its charter) Washington 0-28820 52-2336602 (State or Other Jurisdiction of Incorporation) (Commission File Numb

March 10, 2022 424B3

Jones Soda Co. Up to 11,315,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-225049 Prospectus Supplement (to Prospectus dated July 23, 2018) Jones Soda Co. Up to 11,315,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated July 23, 2018 (the ?Prospectus?), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-3 on Form S-1 (Registration No. 333-225049). This

February 24, 2022 424B3

Jones Soda Co. Up to 11,315,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-225049 Prospectus Supplement (to Prospectus dated July 23, 2018) Jones Soda Co. Up to 11,315,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated July 23, 2018 (the ?Prospectus?), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-3 on Form S-1 (Registration No. 333-225049). This

February 24, 2022 EX-99.1

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): February 17, 2022 Jones Soda Co. (

EX-99.1 2 ex339951.htm EXHIBIT 99.1 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): February 17, 2022 Jones Soda Co. (Exact Name of Registrant as Specified in Its Charter) Washington (State or Other Jurisdiction of Incorporation) 0-

February 24, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): February 17, 2022 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 Nu

February 24, 2022 EX-99.1

JONES SODA CO. FORM 2A - LISTING STATEMENT FEBRUARY 15, 2022 TABLE OF CONTENTS

EX-99.1 2 ex339858.htm EXHIBIT 99.1 Exhibit 99.1 JONES SODA CO. FORM 2A - LISTING STATEMENT FEBRUARY 15, 2022 TABLE OF CONTENTS 1. INTRODUCTION 10 1.1 General Matters 10 1.2 Forward-Looking Statements 10 1.3 Information Contained in this Listing Statement 14 1.4 Market and Industry Date 14 1.5 Currency 15 2. CORPORATE STRUCTURE 15 2.1 Corporate Name 15 2.2 Incorporation 15 2.3 Intercorporate Relat

February 18, 2022 424B3

Jones Soda Co. Up to 11,315,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-225049 Prospectus Supplement (to Prospectus dated July 23, 2018) Jones Soda Co. Up to 11,315,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated July 23, 2018 (the ?Prospectus?), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-3 on Form S-1 (Registration No. 333-225049). This

February 18, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): February 15, 2022 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 Nu

February 18, 2022 EX-99.1

JONES SODA BEGINS TRADING ON THE CANADIAN SECURITIES EXCHANGE UNDER THE TICKER “JSDA”

EXHIBIT 99.1 JONES SODA BEGINS TRADING ON THE CANADIAN SECURITIES EXCHANGE UNDER THE TICKER “JSDA” Seattle, WA – February 18, 2022 – Jones Soda Co. (“Jones” or the “Company”) is pleased to announce, further to its press release dated February 15, 2022, that it has received final listing approval from Canadian Securities Exchange (the “CSE”) and the shares of common stock of the Company will begin

February 18, 2022 EX-99.1

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): February 15, 2022 Jones Soda Co. (

Exhibit 99.1 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): February 15, 2022 Jones Soda Co. (Exact Name of Registrant as Specified in Its Charter) Washington (State or Other Jurisdiction of Incorporation) 0-28820 52-2336602 (Commi

February 16, 2022 424B3

Jones Soda Co. Up to 11,315,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-225049 Prospectus Supplement (to Prospectus dated July 23, 2018) Jones Soda Co. Up to 11,315,000 Shares of Common Stock This prospectus supplement supplements the prospectus, dated July 23, 2018 (the ?Prospectus?), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-3 on Form S-1 (Registration No. 333-225049). This

February 16, 2022 EX-99.1

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): February 9, 2022 Jones Soda Co. (E

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): February 9, 2022 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 Num

February 15, 2022 EX-10.1

Form of 3.00% Unsecured Contingent Convertible Debenture due February 9, 2023 (Previously filed with, and incorporated herein by reference to, Exhibit 10.1 to our Current Report on Form 8-K, filed on February 15, 2022; File No. 000-28820).

Exhibit 10.1 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) FEBRUARY 9, 2022 AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTE

February 15, 2022 EX-10.2

Registration Rights Agreement dated February 9, 2022 between Jones Soda Co. and the holders of the Contingent Convertible Debentures (Previously filed with, and incorporated herein by reference to, Exhibit 10.2 to our Current Report on Form 8-K, filed on February 15, 2022; File No. 000-28820).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of February 9, 2022, between Jones Soda Co., a Washington corporation (the ?Company?), and the Persons listed on signature page hereto (the ?Investors?). This Agreement is made pursuant to the 3.00% Unsecured Convertible Debentures due February 9, 2023 (the ?Convertible Debe

February 15, 2022 EX-99.1

JONES SODA CO. COMPLETES ACQUISITION OF CANADIAN REPORTING ISSUER AND $11 MILLION IN CONCURRENT FINANCINGS IN CONNECTION WITH PREVIOUSLY ANNOUNCED PLANNED STRATEGIC ENTRY INTO THE CANNABIS SECTOR

EX-99.1 4 ex336451.htm EXHIBIT 99.1 Exhibit 99.1 JONES SODA CO. COMPLETES ACQUISITION OF CANADIAN REPORTING ISSUER AND $11 MILLION IN CONCURRENT FINANCINGS IN CONNECTION WITH PREVIOUSLY ANNOUNCED PLANNED STRATEGIC ENTRY INTO THE CANNABIS SECTOR Seattle, WA – February 15, 2022 – Jones Soda. (OTCQB: JSDA) (“Jones” or the “Company”) is pleased to announce that it completed the previously announced ac

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