10-K/A: Jones Soda Co. Amends 2024 Annual Report on Form 10-K/A

Jones Soda Co. files an amendment to its 2024 Annual Report on Form 10-K, primarily to restate information in Part III regarding directors, executive officers, corporate governance, executive compensation, security ownership, related transactions, and principal accounting fees.

Summary

• Jones Soda Co. is filing Amendment No. 1 on Form 10-K/A to amend the Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
• The amendment restates Part III, Items 10, 11, 12, 13, and 14 of the 2024 Annual Report.
• New certifications of the principal executive officer and principal financial officer are filed as exhibits.
• The amendment does not include or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, so corresponding certifications have been omitted.
• Certifications under Section 906 of the Sarbanes-Oxley Act of 2002 are not included as no financial statements are being filed.
• The amendment should be read in conjunction with the 2024 Annual Report and other filings with the SEC.
• As of April 29, 2025, there were 115,867,659 shares of the registrant's common stock issued and outstanding.

Sentiment

Score: 6

Explanation: The document is primarily factual and procedural, relating to an amendment of the company's annual report. The sentiment is neutral, with some negative aspects related to late filings by directors.

Positives

• The company has a Code of Ethics and a Code of Conduct in place.
• The company has an insider trading policy to prevent illegal activities.
• The Board of Directors includes independent directors.

Negatives

• Several directors and SOL Global Investments Corp. filed late Form 4 reports regarding the vesting and sale of shares.
• David Knight, the former President and CEO, did not receive an Annual Bonus payment in either 2023 or 2024.
• Mr. Carimi did not receive an annual bonus in 2024.

Risks

• Failure to comply with insider trading laws could result in significant penalties.
• Short-term trading of company securities may be distracting and focus on short-term market performance instead of long-term business objectives.
• Hedging transactions may permit a director, officer or employee to continue to own Company Securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership.

Future Outlook

The document does not contain a specific future outlook section, but it does outline the company's plans to grant stock options to Gabe Carimi, subject to Board approval and an increased share pool for the 2022 Omnibus Equity Incentive Plan.

Industry Context

The document provides information about executive compensation, corporate governance, and security ownership, which are standard disclosures for publicly traded companies in the food and beverage industry. These disclosures allow investors to assess the alignment of management's interests with those of shareholders and to evaluate the company's corporate governance practices.

Comparison to Industry Standards

• Executive compensation packages, including salary, bonus, and equity awards, are generally comparable to those offered by similar-sized companies in the consumer packaged goods industry.
• The company's corporate governance practices, such as having an audit committee, a compensation committee, and a code of ethics, are consistent with industry standards and regulatory requirements.
• The disclosure of security ownership by directors and executive officers is a standard practice to provide transparency and align interests with shareholders.
• Comparable companies in the beverage industry, such as National Beverage Corp. and Keurig Dr Pepper, also provide detailed disclosures on executive compensation, corporate governance, and security ownership in their SEC filings.

Management Changes

Stakeholder Impact

• Shareholders are impacted by the disclosures regarding executive compensation and corporate governance.
• Employees are impacted by the insider trading policy and the code of conduct.
• Directors and executive officers are impacted by the reporting requirements and limitations on trading.

Next Steps

• The company will file the amended report with the SEC.
• The company will hold its 2025 annual meeting of shareholders.

Key Dates

Keywords

Jones Soda Co., Annual Report, Form 10-K/A, Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, Insider Trading, Financial Statements, SEC