JSDA.OQBJones Soda CO

S-1: Jones Soda Co. Files for Resale of 17.1 Million Shares of Common Stock

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S-1 Filing

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Jones Soda Co. is registering for resale 17,155,400 shares of its common stock, including shares issuable upon exercise of outstanding warrants, by certain selling shareholders.

Capital raiseOn July 26, 2024, the Company closed the first tranche of its previously announced private placement offering of units of the Company composed of: (i) one (1) share of common stock in the capital of the Company; and (ii) onehalf (1/2) of one detachable share purchase warrant for aggregate gross proceeds of $3,013,960 (the Offering).7,535,000 Units consisting of 7,535,000 shares of the companys common stock and 3,767,500 shares of the Companys common stock issuable upon the exercise of warrants were issued in the first tranche of the Offering.On July 31, 2024, the Company closed the second tranche of the Offering where 1,600,000 Units, consisting of 1,600,000 shares of the Companys common stock and 800,000 shares of the Companys common stock issuable upon the exercise of warrants were issued for aggregate gross proceeds of $640,000.On August 21, 2024, the Company closed the third and final tranche of the Offering where 1,875,000 Units, consisting of 1,875,000 shares of the Companys common stock and 937,500 shares of the Companys common stock issuable upon the exercise of warrants were issued for aggregate gross proceeds of $750,000, consisting of $500,000 in cash.In connection with the Offering, the Company issued to Dominari Securities LLC, who acted as exclusive placement agent for the Offering, an aggregate of 440,400 Warrants as compensation for services rendered in the Offering.

Summary

  • Jones Soda Co. has filed a registration statement for the resale of up to 17,155,400 shares of its common stock by selling shareholders.
  • This includes 5,945,400 shares issuable upon the exercise of outstanding warrants.
  • The selling shareholders acquired these securities in a private placement transaction.
  • Jones Soda will not receive any proceeds from the sale of these shares.
  • The company will bear the costs of registration, excluding the selling shareholders' legal and accounting fees.
  • The company's common stock is listed on the Canadian Securities Exchange (JSDA) and the OTCQB (JSDA).
  • As of August 22, 2024, the closing price of Jones Soda's common stock on the OTCQB was $0.38 per share.
  • The number of outstanding shares after the offering will be 115,168,173, excluding shares issuable under equity incentive plans and warrants.

Sentiment

Score: 5

Explanation: The document is neutral in tone, primarily focused on the registration of shares for resale. While it highlights both opportunities and risks, it does not express a strong positive or negative outlook.

Positives

  • The registration allows selling shareholders to publicly sell their shares.
  • Jones Soda Co. bears the registration costs, except for the selling shareholders' legal and accounting expenses.

Negatives

  • The company will not receive any proceeds from the sale of shares by the selling shareholders.
  • The resale of a large number of shares could potentially dilute the value of existing shares.

Risks

  • Investing in the company's common stock involves a high degree of risk.
  • The prospectus highlights various risk factors that should be considered before investing.

Future Outlook

The company intends to continually monitor and adjust its operating plan as necessary to respond to developments in its business, markets, and the broader economy.

Industry Context

The company operates in the sparkling beverage category, which includes carbonated soft drinks and craft sodas; the craft soda industry was estimated at $641.24 million in 2021 and is anticipated to rise to $768.08 million by 2027.

Comparison to Industry Standards

  • The document does not provide specific comparisons to industry standards or benchmarks.
  • It mentions competition from larger beverage companies with greater financial resources and more developed distribution networks, but does not offer a detailed assessment of Jones Soda's performance relative to these competitors.
  • The document does not provide specific comparisons to industry standards or benchmarks.

Legal Proceedings

  • On March 25, 2024, Mary Jones Michigan LLC received a Notice of Claims for arbitration from Core Manufacturing, LLC, seeking $7,220,357 related to a breach of agreement.

Stakeholder Impact

  • Existing shareholders may experience dilution if the selling shareholders sell a significant portion of their shares.
  • The resale of shares could provide liquidity for the selling shareholders.

Next Steps

  • The selling shareholders may offer the shares for resale from time to time pursuant to this prospectus.
  • The company may amend or supplement this prospectus from time to time by filing amendments or supplements as required.

Key Dates

DateDescription
1986Urban Juice and Soda Company Ltd., a Canadian company, was formed.
2000Jones Soda Co. was formed as a successor to Urban Juice and Soda Company Ltd.
May 7, 2002The company's common stock was described in the registration statement on Form 8-A.
March 20, 2003The description of the company's common stock was amended.
December 31, 2023Date of the company's most recent Annual Report on Form 10-K.
March 18, 2024Date of one of the company's Current Reports on Form 8-K.
March 25, 2024Mary Jones Michigan LLC received a Notice of Claims for arbitration from Core Manufacturing, LLC.
April 1, 2024The company's Annual Report on Form 10-K for the year ended December 31, 2023, was filed with the SEC.
April 3, 2024The company's definitive proxy statement on Schedule 14A for its 2024 Annual Meeting of Shareholders was filed with the SEC.
May 15, 2024The company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, was filed with the SEC.
May 17, 2024Date of one of the company's Current Reports on Form 8-K.
May 23, 2024Date of one of the company's Current Reports on Form 8-K.
June 30, 2024Date of the company's most recent Quarterly Report on Form 10-Q.
July 16, 2024Date of one of the company's Current Reports on Form 8-K.
July 23, 2024Date of one of the company's Current Reports on Form 8-K.
July 26, 2024The company closed the first tranche of its private placement offering.
July 31, 2024The company closed the second tranche of its private placement offering.
August 1, 2024Date of one of the company's Current Reports on Form 8-K.
August 14, 2024The company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, was filed with the SEC.
August 21, 2024The company closed the third and final tranche of its private placement offering.
August 22, 2024Date of one of the company's Current Reports on Form 8-K; closing price of $0.38 per share.
August 21, 2024Date used for outstanding share count and beneficial ownership calculations.

Keywords

common stock, resale, Jones Soda, warrants, shares, offering, JSDA

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