Jones Soda

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
Form 10-K
 
X
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 of registrant as specified in its charter)
 
Washington
 
52-2336602
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
4786 1st Avenue South, Suite 103, Seattle, WA 98134
 
(Address of principal executive offices)
 
(206) 624-3357
 
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value
 
Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No X
 
Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No X
 
Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes X No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of "large accelerated filer,” "accelerated filer,” "smaller reporting company,” and "emerging growth company” in Rule 12b-2 of the Exchange Act:
 
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer X
Smaller reporting company X
Emerging growth company ☐
 
 
 
 
If an emerging growth company. indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No X
 
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. ☐
 
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No X
 
The aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, 2024, the last business day of the registrant’s most recently completed
second fiscal quarter, was approximately $17,627,936 using the closing price on that day of $0.21.
 
As of March 31, 2025, there were 115,867,659 shares of the registrant’s common stock issued and outstanding.
 
 
 
 
 

EXPLANATORY NOTE
 
Unless otherwise indicated or the context otherwise requires, all references in this Annual Report on Form 10-K to "we,” "us,” "our,” "Jones,” and the "Company” are to
Jones Soda Co., a Washington corporation, and our wholly-owned subsidiaries.
 
In addition, unless otherwise indicated or the context otherwise requires, all references in this Annual Report to "Jones Soda” refer to our premium beverages, including
Jones® Soda sold under the trademarked brand name "Jones Soda Co.®”
 
CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
 
We desire to take advantage of the "safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This Annual Report on Form 10-K (this "Report”)
contains a number of forward-looking statements that reflect management’s current views and expectations with respect to our business, strategies, products, future results and
events, and financial performance. All statements made in this Report other than statements of historical fact, including statements that address operating performance, the
economy, events or developments that management expects or anticipates will or may occur in the future, including statements related to sales, revenues, profitability, distributor
channels, new products, adequacy of funds from operations, cash flows and financing, our ability to continue as a going concern, potential strategic transactions, statements
regarding future operating results and non-historical information, are forward-looking statements. In particular, the words such as "believe,” "expect,” "intend,” "anticipate,”
"estimate,” "may,” "will,” "can,” "plan,” "predict,” "could,” "future,” "continue,” variations of such words, and similar expressions identify forward-looking statements, but are not
the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking.
 
Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future
events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions and apply only as of the date of this Report. Our actual results, performance
or achievements could differ materially from historical results as well as from the results expressed in, anticipated or implied by these forward- looking statements. Except as
required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
 
In particular, our business, including our financial condition and results of operations and our ability to continue as a going concern may be impacted by a number of
factors, including, but not limited to, the following:
 
●
Our ability to successfully execute on our growth strategy and operating plans;
 
 
●
Our ability to continue to raise capital to finance our operations;
 
 
●
Our ability to execute our plans to continue to license and market THC/CBD-infused and/or cannabis-infused beverages and edibles, and comply with the laws and regulations
governing cannabis, hemp or related products, and the timing and costs of the development of this new product line;
 
 
●
Our ability to manage our operating expenses and generate cash flow from operations, along with our ability to secure additional financing if our sales goals take longer to
achieve than anticipated;
 
 
●
Our ability to create and maintain brand name recognition and acceptance of our products, which is critical to our success in our competitive, brand-conscious industry;
 
 
●
Our ability to compete successfully against much larger, well-funded, established companies currently operating in the beverage industry generally, including in the fountain
business, particularly from other major beverage companies;
 
 
●
Entrance into and increased focus on the craft beverage segment by other major beverage companies;
 
-2-
Table of Contents
 
●
Our ability to respond to changes in the consumer beverage marketplace, including potential reduced consumer demand due to health concerns (including obesity) and
legislative initiatives against sweetened beverages (including the imposition of taxes);
 
 
●
Our ability to successfully develop and launch new products that match consumer beverage trends, and to manage consumer response to such new products and new
initiatives;
 
 
●
Our ability to maintain brand image and product quality and avoid risks from product issues such as product recalls;
 
 
●
Our ability to establish, maintain and expand distribution arrangements with independent distributors, retailers, brokers and national retail accounts, most of whom sell and
distribute competing products, and upon whom we rely to employ sufficient efforts in managing and selling our products, including re-stocking the retail shelves with our
products;
 
 
●
Our ability to manage our inventory levels and to predict the timing and amount of our sales;
 
 
●
Our reliance on third-party contract manufacturers of our products and the geographic locations of their facilities, which could make management of our distribution efforts
inefficient or unprofitable;
 
 
●
Our ability to secure a continuous supply and availability of raw materials, as well as other factors that may adversely affect our supply chain, including increases in raw
material costs, and the potential shortages of glass in the supply chain;
 
 
●
Our ability to source our flavors on acceptable terms from our key flavor suppliers;
 
 
●
Our ability to attract and retain key personnel, the loss of whom would directly affect our efficiency and operations and could materially impair our ability to execute our
growth strategy;
 
 
●
Our ability to protect our trademarks and trade secrets, the failure of which may prevent us from successfully marketing our products and competing effectively;
 
 
●
Litigation or legal proceedings, which could expose us to significant liabilities and damage our reputation;
 
 
●
Our ability to comply with the many regulations to which our business is subject;
 
 
●
Our ability to maintain an effective information technology infrastructure;
 
 
 
 

●
Failures or security breaches of our information technology systems could disrupt our operations and negatively impact our business;
 
 
●
Fluctuations in fuel and freight costs;
 
 
●
Fluctuations in currency exchange rates, particularly between the United States and Canadian dollars;
 
 
●
Tariffs affecting raw materials or finished goods transported between the United States and Canada;
 
 
●
Regional, national or global economic, political, social and other conditions that may adversely impact our business and results of operations;
 
 
●
Our ability to maintain effective disclosure controls and procedures and internal control over financial reporting;
 
 
●
Dilutive and other adverse effects on our existing shareholders and our stock price arising from future securities issuances; and
 
 
●
Our ability to access the capital markets for any future equity financing, and any actual or perceived limitations to our common stock by being traded on the OTCQB
Marketplace and the Canadian Stock Exchange, including the level of trading activity, volatility or market liquidity.
 
For a discussion of some of the factors that may affect our business, results and prospects, see "Item 1A. Risk Factors.” Readers are also urged to carefully review and
consider the various disclosures made by us in this Report and in our other reports we file with the Securities and Exchange Commission, including our periodic reports on Forms
10-Q and current reports on Form 8-K, and those described from time to time in our press releases and other communications, which attempt to advise interested parties of the risks
and factors that may affect our business, prospects and results of operations.
 
-3-
Table of Contents
 
JONES SODA CO.
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024
Table of Contents
 
 
  
Page
 
 
PART I
 
Item 1.
 Business
5
Item 1A.
 Risk Factors
17
Item 1B.
 Unresolved Staff Comments
27
Item 1C.
 Cybersecurity
27
Item 2.
 Properties
27
Item 3.
 Legal Proceedings
27
Item 4.
 Mine Safety Disclosures
27
 
 
PART II
 
Item 5.
 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
28
Item 6.
 [Reserved]
28
Item 7.
 Management’s Discussion and Analysis of Financial Condition and Results of Operations
29
Item 7A.
 Quantitative and Qualitative Disclosures About Market Risk
32
Item 8.
 Financial Statements and Supplementary Data
33
Item 9.
 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
52
Item 9A.
 Controls and Procedures
52
Item 9B.
 Other Information
53
Item 9C.
 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
53
 
 
PART III
 
Item 10.
 Directors, Executive Officers and Corporate Governance
53
Item 11.
 Executive Compensation
53
Item 12.
 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
53
Item 13.
 Certain Relationships and Related Transactions, and Director Independence
53
Item 14.
 Principal Accounting Fees and Services
53
 
 
PART IV
 
Item 15.
 Exhibits and Financial Statement Schedules
53
Item 16.
 Form 10-K Summary
53
SIGNATURES 
55
 
-4-
Table of Contents
 
PART I
 
ITEM 1.
BUSINESS.
 
We develop, produce, market and distribute premium beverages that we sell and distribute primarily in the United States and Canada through our network of independent
distributors and directly to our national and regional retail accounts. We also sell products in select international markets. Our products are sold in grocery stores, convenience
and gas stores, on fountain in restaurants, "up and down the street” in independent accounts such as delicatessens, sandwich shops and burger restaurants, as well as through
our national accounts with several large retailers. We refer to our network of independent distributors as our direct store delivery ("DSD”) channel, and we refer to our national and
regional accounts who receive shipments directly from us as our direct to retail ("DTR”) channel. We do not directly manufacture our products, but instead outsource the
manufacturing process to third-party contract manufacturers. We also sell various products online, including soda with customized labels, wearables, candy and other items, and
we license our trademarks for use on products sold by other manufacturers. In addition, during 2022, we developed and began to license THC infused cannabis products under the
"Mary Jones” brand name in various U.S. states that permitted the sale of THC infused products. We also have a royalty-free license in perpetuity to intellectual property related
to Mary Jones for us to license Mary Jones products for use only in Canada.
 
Our company is a Washington corporation formed in 2000 as a successor to Urban Juice and Soda Company Ltd., a Canadian company formed in 1986. Our principal place
of business is located at 4786 1st Avenue South, Suite 103, Seattle, WA 98134. Our telephone number is (206) 624-3357.
 
Products
 
Our strategy is to evolve from a craft soda company (Jones Soda) to a diverse beverage company covering additional growing market segments including modern soda

(Pop Jones and Fiesta Jones) and the alternative adult beverages (Mary Jones). Our product line-up currently consists of the following:
 
Jones Soda
 
Jones Soda is our premium carbonated soft drink. We sell Jones Soda in premium glass bottles and cans, with labels featuring photos sent to us by our consumers. Over
one million photos have been submitted to us. We believe this unique interaction with our consumers distinguishes our brand and offers a strong competitive advantage for Jones
Soda. Additionally, we release various label campaigns that celebrate our consumers and the positive impact such consumers have on the world. Our products are made from high
quality ingredients, including cane sugar and natural colors and flavors when possible. We also sell Jones Soda in more traditional flavors such as Cream Soda, Cola, Root Beer
and Orange & Cream.
 
Pop Jones and Fiesta Jones (Modern Soda market segment)
 
We continue to see a growing market in in our health focused soda brands, which we consider to be the "modern soda” market. Recent growth by industry competitors
such as Poppi and Olipop have proven out the growing consumer demand for this market segment. In 2024, Jones launched its Pop Jones and Fiesta Jones product lines to
capitalize on this growing market opportunity.
 
Mary Jones (Alternative Adult Beverages market segment)
 
In February 2024 we received approval to operate in Ontario, Canada, and have launched, in that province, 10mg Tetrahydrocannabinol ("THC”) infused sodas in a variety
of flavors as well gummies and vapes. We also launched in British Columbia in 2024 where we launched 10mg Tetrahydrocannabinol ("THC”) infused sodas. We also recently
received approval in the province of Alberta to launch in June 2025 10mg Tetrahydrocannabinol ("THC”) infused sodas in a variety of flavors as well as gummies and vapes.
Manufacturing and distribution of Mary Jones products in Canada is intended to be done through Tilray Brands, Inc. The new Mary Jones products will continue Jones Soda’s
tradition of using photographs submitted by consumers on their bottle labels and printing quotes from fans under the bottle caps.
 
We currently intend to expand both the products offered under the Mary Jones brand as well as the number of states and Canadian provinces we offer such cannabis
infused products in.
 
Fountain (food services market segment)
 
Drawing inspiration from our traditional bottles, our fountain equipment and cups are branded with an engaging collage of consumer-submitted photos that are inspired
by the business themes of our retail partners and the regions in which they are located. Our fountain offerings include traditional flavors such as Cane Sugar Cola, Sugar Free Cola,
as well as cane sugar sweetened Ginger Ale, Orange & Cream, Root Beer and Lemon Lime. Rounding out the lineup are two of our most popular cane sugar flavors, Berry
Lemonade and Green Apple. We have developed other products in select markets that include teas, lemonade, vitamin enhanced waters, hydration beverages, as well as naturally
flavored sparkling waters.
 
We continue to see growing interest from larger quick service restaurants, corporate accounts, retailers, celebrity chefs and a variety of other outlets looking for
differentiated offerings in their fountain soda. We feel that Jones on fountain enhances the consumer experience, while appealing to a broad demographic. We believe our national
brand awareness and customer-centric approach make us unique compared to other craft soda competitors within this category.
 
-5-
Table of Contents
 
Co-Brand and Private Label Products
 
From time to time, when opportunities meet our required financial and operational metrics, we utilize our industry expertise to provide private label products for customers.
No material examples of this opportunity occurred in 2024.
 
Our Focus: Sales Growth
 
Our focus is sales growth through execution of the following key initiatives:
 
 
●
Expand the Jones Soda glass bottle business in existing and new sales channels;
 
 
 
 
●
Expand our business in the modern soda category through our Pop Jones and Fiesta Jones brands;
 
 
 
 
●
Expand our fountain program in the United States and Canada; and,
 
 
 
 
●
Grow the new Mary Jones brand of Tetrahydrocannabinol (THC) and cannabidiol (CBD)-infused beverages, edibles, and other related products through our
Mary Jones brand as well as the number of states and Canadian provinces where such products are sold.
 
Product Distribution and Sales Strategy
 
Premium Soda Beverages
 
Our core products are distributed and sold throughout the United States and Canada and in select international markets. Our primary distribution channels are DSD
channel (sales and distribution through our network of independent distributors) and our DTR channel (sales directly to national and regional retail accounts). We also have our
online channel for internet sales of various products. We strategically build our national and regional retailer network by focusing on distribution systems that we believe will
provide top-line drivers for our products and increased availability and visibility of our products in our core markets. In building and expanding our DSD channel, we also consider
international markets and look for regions that data suggests have a high affinity for the Jones brand and can be pursued within our financial resources.
 
Part of our strategy in building our distribution system is to blend our DSD and DTR distribution channels, delivering different offerings through alternate channels. In
addition to determining the most advantageous distribution channel, we work to ensure that our products are placed on shelves that are normally restricted to national mainstream
brands and in the cold-aisle of stores, thus providing us access to the important "take home market.” We have also introduced the JONES Cane Sugar Fountain program through a
network of fountain distributors in select regions across the United States and Canada to provide our premium products and uniquely customized fountain equipment.
 
For the year ended December 31, 2024, DOT Foods Inc. ("DOT”), one of our independent distributors and our top account by revenue represented approximately 13% of
revenue during 2024. We intend to continue to expand our distributor network and DTR accounts, which we hope will result in a decreased dependence on any one or more of our
independent distributors (including DOT) or national retail accounts.
 
We contract with independent trucking companies to have our product shipped from our contract manufacturers to independent warehouses and then on to our
distributors and national retail accounts. Distributors then sell and deliver our products either to sub-distributors or directly to retail accounts. We recognize revenue upon receipt
by our distributors and national account customers of our products, net of discounts and promotional allowances, and all sales are final; however, in limited instances, due to

credit issues, quality or damage issues, or distributor changes, we may accept returned product, which to date has not been material.
 
-6-
Table of Contents
 
DSD (direct store delivery)
 
We maintain a network of independent distributors across the United States and Canada that sell our portfolio of branded products. We have also secured distribution in
select international markets and are evaluating other international opportunities for our products. We choose our distributors based on our perception of their ability to build our
brand franchise in convenience stores, grocery stores, on fountain in restaurants and "up and down the street” in independent accounts such as delicatessens and sandwich
shops.
 
Typically, we grant our independent distributors exclusive distribution rights in defined territories, which may include invasion fees in the event we provide any of our
products directly to one of our national retailers located in the distributor’s region. We are also obligated to pay termination fees for cancellations of most of these written
distributor agreements, unless the termination is for "cause.
 
We intend to continue our efforts to reinforce and expand our distribution network by partnering with new distributors and replacing underperforming distributors. In
addition to the efforts of our independent distributors in obtaining distribution of our products, we actively seek to obtain listings for our products with key retail grocery,
convenience and mass merchandiser accounts, which are serviced through our independent distributor network.
 
Product availability at a specific store location for any of our retailers is subject to the retailer preference, consumer demand, and localized store variances. To find a
retailer that carries our products, our product locator is available on our website.
 
DTR (direct to retail)
 
Our direct to retail channel of distribution is an important part of our strategy to target large national or regional restaurant chains and retail accounts, including
convenience store chains, mass merchandisers and premier food-service businesses. Through these programs, we negotiate directly with the retailer to carry our products, and the
account is serviced through the retailer’s appointed distribution system (rather than through our DSD network). These arrangements are terminable at any time by these retailers or
us and contain no minimum purchase commitments or termination fees.
 
Co-Brand and Private Label Distribution
 
We offer private label products directly to retailers. Our expertise in innovation and managing the manufacturing process allow for efficiencies for both us and the
customer. We are able to produce these products with minimal sell through risk and ship them through our network of independent trucking companies or a preferred partner of the
customer.
 
Fountain Distribution
 
We sell direct to certain retailers in addition to working with a network of fountain distributors in select focus regions within the United States and Canada to provide our
premium products, including our fountain and slush products, and uniquely customized fountain equipment.
 
Sales
 
Our premium beverage products are sold throughout the United States and Canada, primarily in grocery stores, convenience and gas stores, on fountain in restaurants
and "up and down the street” in independent accounts such as delicatessens, sandwich shops and burger restaurants as well as through our national accounts with several large
retailers. In 2024, sales in the United States represented approximately 83% of total sales, while sales in Canada represented approximately 17% (primarily through our distributor
relationship with Lassonde).
 
Mary Jones (THC) Branded Products
 
Our Mary Jones Brand cannabis-infused line (THC) is currently marketed and licensed through indirect subsidiaries in California, Michigan, Missouri and Washington in
the US and through Mary Jones Beverage (Canada) Inc. We partner with different state-licensed co-manufacturing and distribution partners in each respective state, region, or
province in which we license these products.
 
-7-
Table of Contents
 
Our Premium Soda Brands
 
Building Our Brand
 
We have established our brand primarily through our fun and independent image, as well as by offering what we believe to be unique and exciting flavors that appeal to
consumers seeking alternatives to mainstream "corporate” carbonated soft drinks. This market is largely driven by young, trendy consumers who are looking for distinctive
products with better ingredients. While we are known for our innovative flavors, we also offer traditional ones, which broadens our appeal and positions us as a leader in the
growing premium craft beverage segment.
 
Through the labels on our bottles, we also focus on building brand loyalty and customer engagement by inviting consumers to submit photographs to be featured on
Jones Soda labels. Throughout the year, we select photos to place on our bottles and cans for distribution. Additionally, consumers can create personalized labels to celebrate
special occasions and memories through myJones.com, where they can upload a photo and caption using our proprietary patented process.
 
We aim to "bring our labels to life” with augmented reality (AR) labels, showcasing athletes and artists in action. This effort builds on our long-time connection with
action sports and creators. Using the Jones Soda app, consumers can scan the "Reel Label” icon on our bottles to view short videos that bring these creators’ worlds to life—
whether it’s a time-lapse of a mural being painted or an athlete performing a hardflip at the skatepark.
 
Beyond creative labeling, we provide distributors with point-of-sale materials and branded apparel to increase consumer appeal and awareness. These marketing efforts,
combined with our innovative labeling, have helped establish strong connections and loyalty to the Jones Soda brand.
 
Brand Marketing
 
Our marketing team has developed a strong brand positioning and identity, which we believe is an essential asset that keeps our brand widely recognized and positively
viewed by a large demographic. We’ve positioned ourselves as an alternative to mainstream soda brands, often targeting locations where these brands are not sold. We’ve also
sponsored alternative sports athletes to promote our products in youth-oriented sports, including UFC, auto racing, skateboarding, BMX biking, snowboarding, and skiing.

Additionally, we’ve sponsored emerging musicians and artists. This strategy helps us connect with a younger audience that values independence from larger soft drink brands.
 
Social Media
 
A key marketing pillar for us is the open access our consumers have to define the brand via social media and our website, Jonessoda.com. We engage with our consumers
through social media campaigns to better understand their preferences and trends. Social media has shifted modern business away from traditional advertising, and we’ve had
success creating social hubs on platforms like Facebook, X, and Instagram. Our consumers have welcomed us into their social media lives, creating a personal connection that we
believe strengthens their engagement with our brand and products.
 
Consumer-Submitted Photos
 
We are known for featuring consumer-submitted photos on our labels and cans. We encourage consumers to send in photos of their lives, which we select to feature on
our labels. These photos can be submitted through our "Jones Soda Photo Gallery” on our website.
 
Customized Photo Labels
 
We offer Jones Soda customers—whether businesses or individuals—the chance to create personalized 12-packs with custom labels featuring their own photos. This
program not only provides a unique product offering but also serves as an innovative marketing opportunity for our brand. Consumers can upload their photos through our
website to create their own myJones labels, which are printed and delivered to them.
 
We believe this personalized approach has increased awareness and consumer interaction with the Jones Soda brand.
 
Point of Sale and Consumer Awareness
 
To increase consumer awareness of our products, we use point-of-sale materials such as posters, stickers, hats, and T-shirts. In response to consumer demand, we also
sell our products and branded apparel on our website. We participate in grassroots-level community and sporting events in selected cities to build brand awareness and loyalty.
Our vehicles—painted in Jones colors and logos—help create excitement and support distributors as they open new retail accounts.
 
Occasionally, we partner with companies to manufacture Jones-related products, like the Jones Soda Flavor Booster hard candy, which extends and enhances our brand.
We also engage in cross-promotional campaigns with other companies to further our reach.
 
Events
 
We invest in events that align with our brand and core demographic, including skateboarding events and partnerships with like-minded companies. These events allow us
to display our logo, offer product samples, and encourage purchases at retail locations. We plan to continue investing in these events to strengthen the Jones Soda brand.
 
-8-
Table of Contents
 
Brand and Product Development – Premium Soda Beverages
 
We recognize the importance of continually creating new beverages and enhancing existing products to meet evolving consumer tastes. Our Jones Cane Sugar Fountain
program, which offers our sodas "on tap” at restaurants and grocery stores, is a key part of this strategy. We work with select fountain distributors to provide these innovative
products to retail customers.
 
Our focus is on developing innovative products that resonate with consumers, retailers, and distributors. We maintain open communication with our consumers via our
website, blogs, and social media, as well as with our retail and distributor partners to stay current with industry trends.
 
The majority of our brand and product development occurs in-house, using the same process that launched the Jones Soda brand. This process includes:
 
1.
Market Evaluation: We assess industry segments to identify potential opportunities.
2.
Financial Evaluation: We consider price sensitivity and the ability to meet margin requirements.
3.
Distributor Evaluation: We analyze existing and potential distribution channels.
4.
Production Evaluation: We assess contract packing capacity, strategic production locations, and quality control.
5.
Image and Design: Based on our evaluations, we develop brand concepts and work with flavor houses to test and choose flavors.
 
Brand and Product Development – Mary Jones
 
The Mary Jones brand is inspired by the original Jones Soda flavors. We believe the popularity of Jones Soda has paved the way for growth in the Mary Jones line.
Although we differentiate the two brands for safety and compliance reasons, we leverage the equity of the Jones Soda brand to support and market Mary Jones products. As the
Mary Jones brand grows, we will continue to innovate and develop new products and flavors.
 
Competition
 
Premium Beverage Market Segment
 
The beverage industry is highly competitive. Our primary competitors include large soft drink manufacturers, regional premium beverage companies, and private label
suppliers. Competition factors include brand image, distribution, price, product quality, and innovation.
 
We compete not only for consumer acceptance but also for shelf space and marketing focus with our distributors. While our products are premium offerings priced
similarly or higher than competitors, we believe our quality sets us apart.
 
Although we believe that we will be able to continue to create competitive and relevant brands and products to satisfy consumers’ changing preferences, there can be no
assurance that we will be able to do so or that other companies will not be more successful in this regard over the long term.
 
Pricing of the products is also important. We believe that our products are priced in the same price range or higher than competitive brands and products, and compete on
quality as they are premium product offerings.
 
Cannabis Market Segment
 
We face intense competition in the Cannabis industry from other companies, some of which have longer operating histories and more financial resources and longer
history of the production and marketing of cannabis products than we do. Competitors are primarily branded and private label cannabis companies who are operating in multiple
states. We are currently in direct competition with Keef Brands, Cann Social Tonics, and Tonik Beverages, none of which are national consumer packaged goods brands in the
United States. We are confident that our cannabis products will be highly competitive. We seek a competitive advantage over our competitors by applying our Mary Jones brand

name recognition and by offering quality cannabis products to our loyal customer base. Because of the early stage of the cannabis industry in the United States and Canada, we
also face additional competition from new entrants. If the number of users of medical and recreational cannabis increases, the demand for products will increase and we expect that
competition will become more intense, as current and future competitors begin to offer an increasing number of diversified products and pricing strategies. To remain competitive,
we believe we will be required to make a high level of investment in our planned licenses, partnerships, branding, products and technologies, distribution, research and
development, marketing, sales and client support. We may not have sufficient resources to maintain its marketing, sales and client support efforts on a competitive basis which
could materially and adversely affect our business, financial condition, and results of operations of our planned cannabis business.
 
-9-
Table of Contents
 
Production
 
Contract Packing Arrangements
 
We do not directly manufacture our premium soda beverage products, but instead outsource the manufacturing process to third-party bottlers and independent contract
manufacturers (co-packers). We currently use primary co-packers located in Canada and the United States. Once the product is manufactured, the finished products are stored
either at the co-packer’s location or in nearby third-party warehouses. Other than minimum case volume requirements per production batch or "run” for most co-packers, we do not
have annual minimum production commitments with our co-packers. Our co-packers may terminate their arrangements with us at any time, in which case we could experience
disruptions in our ability to deliver products to our customers. We continually review our contract packing needs in light of regulatory compliance and logistical requirements and
may add or change co-packers based on those needs.
 
Raw Materials
 
The raw materials used in the manufacturing of our premium soda beverage products consist primarily of concentrate, flavors, supplements, sugar, bottles, cans, labels,
trays, caps and packaging. Substantially all of the raw materials used in the preparation, bottling and packaging of our bottle and can products are purchased by us or by our
contract manufacturers in accordance with our specifications. These raw materials are purchased from suppliers selected by us or by our contract manufacturers. We believe that
we have adequate sources of raw materials, which are available from multiple suppliers.
 
We purchase flavor concentrate from our suppliers. Generally, flavor concentrate suppliers own the proprietary rights to the flavors. Although we do not have the list of
ingredients or formulas for our flavors, we have exclusive rights to the use of the flavor concentrates developed with our suppliers. In connection with the development of new
soda products and flavors, independent suppliers bear a large portion of the expense for product development, thereby enabling us to develop new products and flavors at
relatively low cost. If we have to replace a flavor supplier, we could experience disruptions in our ability to deliver products to our customers, which could have a material adverse
effect on our results of operations.
 
The costs of raw materials fluctuate and in certain instances we enter into supply agreements to address these risks. We have a fixed price supply agreement with our
primary glass supplier which expires at the end of 2025. The price of glass continues to increase each year due to the shortage of available glass in the industry; however, our
supply agreement with our glass supplier provides us with some price protection through 2025.
 
Quality Control
 
Our premium soda beverage products are made from high-quality ingredients and natural and artificial flavors. We seek to ensure that all of our products satisfy our high-
quality standards. Contract manufacturers are selected and monitored by our quality control representatives in an effort to ensure adherence to our production procedures and
quality standards.
 
For every batch or "run” of product, our contract manufacturer undertakes extensive testing of product quality and packaging. This includes testing levels of sweetness,
carbonation, taste, product integrity, packaging and various regulatory cross checks. BME (Beginning, Middle, End) samples from each production run are analyzed and
categorized in a reference library. For each product, the contract manufacturer must transmit all quality control test results to us for reference following each production run.
 
Testing also includes microbiological checks and other tests to ensure the production facilities meet the standards and specifications of our quality assurance program.
Water quality is monitored during production and at scheduled testing times to ensure compliance with beverage industry standards. The water used to produce our products is
filtered and is also treated to reduce alkalinity. Flavors are pre-tested by the flavor concentrate supplier before shipment to contract manufacturers. We are committed to ongoing
product improvement with a view towards ensuring the high quality of our product through a stringent co-packer selection, training and communication program.
 
Cannabis Operations
 
Cannabis Operations
 
During 2022, we began to develop, market and license our cannabis-infused beverage brand under the "Mary Jones” brand name in California to complement our existing
soda beverage business. Similar to the manufacturing process with our premium soda products we outsource the manufacturing and distribution of our products to state licensed
third parties with whom we enter licensing agreements with concerning our cannabis products being manufactured and sold. We operate our cannabis operations in California,
Michigan, Missouri and Washington under wholly-owned subsidiaries that are separate from our current soda beverage business. We currently plan to expand our cannabis
operations into other states that have legalized the recreational use of cannabis using a similar structure to our operations in California.
 
-10-
Table of Contents
 
Regulation
 
Premium Beverage Business
 
The production and marketing of our proprietary beverages are subject to the rules and regulations of various federal, provincial, state and local health agencies,
including in particular Health Canada, Agriculture and Agri-Food Canada (the "AAFC”) and the United States Food and Drug Administration (the "FDA”). The FDA and AAFC
also regulate labeling of our products. From time to time, we may receive notifications of various technical labeling or ingredient reviews with respect to our products. We believe
that we have a compliance program in place to ensure compliance with production, marketing and labeling regulations.
 
Legal requirements have been enacted in several jurisdictions in the United States and Canada requiring that deposits or certain eco-taxes or fees be charged for the sale,
marketing and use of certain non-refillable beverage containers. The precise requirements imposed by these measures vary. Other beverage container-related deposit, recycling,
eco-tax and/or product stewardship proposals have been introduced in various jurisdictions in the United States and Canada. We anticipate that similar legislation or regulations
may be proposed in the future at local, state and federal levels, both in the United States and Canada.
 
Cannabis Business
 
Application of Federal Law

 
Although certain states have legalized either medical marijuana or medical and adult use cannabis, at the federal level, cannabis currently remains a Schedule I drug under
the Controlled Substances Act of 1970 (21 U.S.C. §§ 811 et seq.). Under United States federal law, a Schedule I drug or substance has a high potential for abuse, no accepted
medical use in the United States, and a lack of accepted safety for the use of the drug under medical supervision. As such, cannabis related practices or activities, including
without limitation, the cultivation, manufacture, importation, possession, use, or distribution of cannabis, remain illegal under United States federal law.
 
Although federally illegal, the U.S. Department of Justice (the "DOJ”) has historically exercised enforcement discretion. This means that while federal law technically
prohibits cannabis, the DOJ has generally not prioritized prosecuting individuals or businesses that comply with state cannabis regulations, especially in states with robust
medical or recreational cannabis programs. This approach stems from guidance like the 2013 memorandum issued by the DOJ to all U.S. Attorney’s Offices to generally direct all
U.S. Attorneys not to prioritize the enforcement of federal marijuana laws against individuals and businesses that rigorously comply with state regulatory provisions in states with
strictly regulated medical or recreational cannabis programs (the "2013 Cole Memorandum”), which was later rescinded in 2018 under Attorney General Jeff Sessions. Despite the
rescission, enforcement discretion remains, with U.S. Attorneys having the authority to decide whether to prosecute cannabis-related offenses based on factors like the
seriousness of the offense and available resources.
 
In 2022, former President Joe Biden announced a three-step approach to reforming federal cannabis policy. This included pardoning federal offenders convicted of simple
cannabis possession, urging state Governors to take similar actions, and directing the Department of Health and Human Services ("HHS”) and the Attorney General to review
cannabis’s status as a Schedule I substance. In early 2024, HHS and the FDA recommended rescheduling cannabis, marking a significant step toward potential federal policy
change. These efforts reflect broader momentum for reform, though cannabis remains a Schedule I drug until official changes are made to federal law. As of now, given the change
in administration, these actions do not alter the legal status of cannabis but represent steps toward reconsidering its classification.
 
Under Attorney General Pam Bondi, who assumed office in 2025, the DOJ has indicated its focus is refining federal cannabis policy, with an emphasis on prosecutorial
discretion and greater alignment with state-level regulatory frameworks. Attorney General Bondi has signaled that her approach will be more tailored to individual jurisdictions,
respecting state decisions to regulate cannabis while maintaining federal oversight over interstate issues and illicit activity. While the DOJ continues to prioritize resource
allocation, it has stated that state-compliant cannabis businesses operating under rigorous regulatory schemes will generally not be a target for federal prosecution. However,
federal law enforcement remains vigilant in addressing significant concerns such as money laundering, illegal trafficking, and other criminal activities connected to cannabis.
 
Additionally, under U.S. federal law it may potentially be a violation of federal money laundering statutes for financial institutions to take any proceeds from marijuana
sales or any other Schedule I substance. Banks and other financial institutions could be prosecuted and possibly convicted of money laundering for providing services to
cannabis businesses. Under U.S. federal law, banks or other financial institutions that provide a cannabis business with a checking account, debit or credit card, small business
loan, or any other service could be found guilty of money laundering or conspiracy. Despite these laws, the U.S. Department of the Treasury issued a memorandum in February of
2014 (the "FinCEN Memorandum”) outlining the pathways for financial institutions to bank state-sanctioned marijuana businesses. Under these guidelines, financial institutions
must submit a "suspicious activity report” ("SAR”) as required by federal money laundering laws. These marijuana related SARs are divided into three categories: marijuana
limited, marijuana priority, and marijuana terminated, based on the financial institution’s belief that the marijuana business follows state law, is operating out of compliance with
state law, or where the banking relationship has been terminated.
 
On the same day the FinCEN Memorandum was published, the DOJ issued a memorandum (the "2014 Cole Memo”) directing prosecutors to apply the enforcement
priorities of the 2013 Cole Memorandum in determining whether to charge individuals or institutions with crimes related to financial transactions involving the proceeds of
marijuana-related conduct. The 2014 Cole Memo has been rescinded as of January 4, 2018, along with the 2013 Cole Memorandum, removing guidance that enforcement of
applicable financial crimes was not a DOJ priority.
 
However, Attorney General Sessions’ revocation of the 2013 Cole Memorandum and the 2014 Cole Memo has not affected the status of the FinCEN Memorandum, nor
has the Department of the Treasury given any indication that it intends to rescind the FinCEN Memorandum itself. Though it was originally intended for the 2014 Cole Memo and
the FinCEN Memorandum to work in tandem, the FinCEN Memorandum can act as a standalone document which explicitly lists the eight enforcement priorities originally cited in
the 2013 Cole Memorandum. As such, the FinCEN Memorandum remains intact.
 
Despite this guidance, many financial institutions remain hesitant to engage with the cannabis industry due to the risks of federal prosecution and regulatory uncertainty.
Additionally, in 2021, some proposals were made to clarify or modify FinCEN’s stance to ease access to banking services for cannabis businesses, but comprehensive reform has
not yet been enacted. Thus, while FinCEN provides a framework for financial institutions, the cannabis industry’s access to banking remains limited and subject to ongoing
regulatory and legal challenges.
 
Enforcement Proceedings under Federal Law
 
Although the Cole Memorandum and 2014 Cole Memo have been rescinded, the United States Congress has repeatedly enacted legislation to protect the medical
marijuana industry from prosecution. The United States Congress has passed appropriations bills each of the last three years that included the Rohrabacher Amendment Title:
H.R.2578 — Commerce, Justice, Science, and Related Agencies Appropriations Act, 2016, which by its terms does not appropriate any federal funds to the U.S. DOJ for the
prosecution of medical cannabis offenses of individuals who are in compliance with State medical cannabis laws. Subsequent to the issuance of the Sessions Memorandum on
January 4, 2018, the United States Congress passed its omnibus appropriations bill, SJ 1662, which for the fourth consecutive year contained the Rohrabacher-Blumenauer
Amendment language (the "Leahy Amendment”) and continued the protections for the medical cannabis marketplace and its lawful participants from interference by the DOJ up
and through the 2018 appropriations deadline of September 30, 2018. The deadline has passed, but the Leahy Amendment has remained in effect by virtue of a series of short-term
spending bills signed on September 28, 2018, December 7, 2018, January 25, 2019 and February 8, 2019. On February 15 the amendment was renewed through the signing of the
fiscal year 2019 omnibus spending bill, effective through September 30, 2019. On May 16, 2019, a House subcommittee released a base appropriations bill with the amendment
included. On September 26, 2019 the Senate Appropriations Committee approved a base appropriations bill with the amendment included. On September 27, 2019 the amendment
was renewed through a stopgap spending bill, and again on November 21, 2019. On December 20, 2019 the amendment was renewed through the signing of the fiscal year 2020
omnibus spending bill, effective through September 30, 2020. In July 2020, a House subcommittee introduced a base appropriations bill with the amendment included. The
amendment was then renewed through a series of stopgap spending bills on October 1, 2020 December 11, 2020, December 18, 2020, December 20, 2020, and December 22, 2020. On
December 27, 2020, the amendment was renewed through the signing of the fiscal year 2021 omnibus spending bill, effective through September 30, 2021. In 2021, former President
Joe Biden became the first president to propose a budget with the Leahy Amendment included. The amendment was then renewed through a series of stopgap spending bills on
September 30, December 3, February 18, and March 11. On March 15 the amendment was renewed through the signing of the FY 2022 omnibus spending bill, effective through
September 30, 2022. The amendment remains effective in March 2025.
 
-11-
Table of Contents
 
State Regulatory Environment
 
The following sections describe the legal and regulatory landscape in California and Washington where we have commenced our cannabis operations. While we will work
to ensure that our operations comply with applicable state laws, regulations, and licensing requirements, for the reasons described above and the risks further described under the
heading "Risk Factors”, there are significant risks associated with our planned cannabis business. Readers are strongly encouraged to carefully read and consider all of the risk
factors contained under the heading "Risk Factors” below.
 
California Regulatory Landscape
 
In 1996, California was the first state to legalize medical marijuana through Proposition 215, the Compassionate Use Act of 1996. This legalized the use, possession and
cultivation of medical marijuana by patients with a physician recommendation for treatment of cancer, anorexia, AIDS, chronic pain, spasticity, glaucoma, arthritis, migraine, or any

other illness for which marijuana provides relief.
 
In 2003, Senate Bill 420 was signed into law establishing an optional identification card system for medical marijuana patients.
 
In September 2015, the California legislature passed three bills collectively known as the Medical Cannabis Regulation and Safety Act ("MCRSA”). The MCRSA
established a licensing and regulatory framework for medical marijuana businesses in California. The system created multiple license types for dispensaries, infused products
manufacturers, cultivation facilities, testing laboratories, transportation companies, and distributors. Edible infused product manufacturers would require either volatile solvent or
non-volatile solvent manufacturing licenses depending on their specific extraction methodology. Multiple agencies would oversee different aspects of the program and businesses
would require a state license and local approval to operate. However, in November 2016, voters in California overwhelmingly passed Proposition 64, the Adult Use of Marijuana
Act ("AUMA”) creating an adult-use marijuana program for adults 21 years of age or older. AUMA had some conflicting provisions with MCRSA, so in June 2017, the California
State Legislature passed Senate Bill No. 94, known as Medicinal and Adult-Use Cannabis Regulation and Safety Act ("MAUCRSA”), which amalgamates MCRSA and AUMA to
provide a set of regulations to govern a medical and adult-use licensing regime for cannabis businesses in the State of California. The four agencies that originally regulated
marijuana at the state level were the Bureau of Cannabis Control ("BCC”), California Department of Food and Agriculture ("DFA”), California Department of Public Health ("DPH”),
and California Department of Tax and Fee Administration. MAUCRSA went into effect on January 1, 2018.
 
On July 1, 2019, California enacted A.B. 97. In relevant part, the bill authorizes licensing authorities to issue citations and fines to a licensee or an unlicensed person who
violates MAUCRSA. The maximum fine is $5,000 per violation for licensees and $30,000 per violation for unlicensed persons. Each day of a violation constitutes a separate
violation.
 
A.B. 97 also repeals a prior requirement that an applicant for a provisional license first hold a temporary license. The bill also requires applicants for provisional licenses to
submit evidence of compliance with the California Environmental Quality Act, limits the validity of a provisional license to 12 months with subsequent renewals as approved by the
relevant licensing authority, and allows licensing authorities to revoke provisional licenses for failing to diligently pursue final licensure. Finally, the bill requires the DPH to
establish a certification program for manufactured cannabis products comparable to the National Organic Program and the California Organic Food and Farming Act.
 
On October 12, 2019, California enacted A.B. 1529. The bill mandates that all cannabis vaping cartridges and cannabis vaporizers must include a universal symbol
identifying the product as a vaping product.
 
On July 12, 2021, California Governor Gavin Newsom signed into law Assembly Bill 141 (AB-141), which creates the Department of Cannabis Control ("DCC”). The DCC is
in the process of consolidating the state’s cannabis program oversight from three of the existing agencies – the BCC, the DFA, and the DPH – under a single department in an
effort to centralize and simplify regulatory and licensing oversight in California. DCC similarly announced its intention to create a single Licensing Division that would be
responsible for licensing of all cannabis businesses. On or about September 15, 2021, the DCC filed emergency regulations to consolidate, clarify, and make consistent cannabis
regulations to the California Office of Administrative Law. After a limited comment period, these consolidated emergency regulations were approved and became effective on or
about September 27, 2021. These regulations created consistent standards for cannabis licensees across all license types, by aligning application requirements, unifying
terminology, and clarifying ownership and financial interest requirements. Further consolidated regulations and modifications of existing regulations were issued in March 2024.
 
At present, to legally operate a medical or adult-use cannabis business in California, the operator must have both a local and state license. This requires license holders to
operate in cities with marijuana licensing programs. Therefore, cities in California are allowed to determine the number of licenses they will issue to marijuana operators or can
choose to outright ban marijuana.
 
-12-
Table of Contents
 
California Licensing Requirements
 
A medicinal retailer license permits the sale of medicinal cannabis and cannabis products to a medicinal cannabis patient in California who possesses a physician’s
recommendation. Only certified physicians may provide medicinal marijuana recommendations. An adult-use retailer license permits the sale of cannabis and cannabis products to
any individual age 21 years of age or older who presents a valid government-issued photo identification.
 
An adult-use or medicinal cultivation license permits cannabis cultivation activity which means any activity involving the planting, growing, harvesting, drying, curing,
grading or trimming of cannabis. Such licenses further permit the production of a limited number of non-manufactured cannabis products and the sales of cannabis to certain
licensed entities within the state of California for resale or manufacturing purposes.
 
An adult-use or medical manufacturing license permits the manufacturing of cannabis products. Manufacturing includes the compounding, blending, extracting, infusion,
packaging or repackaging, labeling or relabeling, or other preparation of a cannabis product.
 
In the state of California, only cannabis that is grown in the state can be sold in the state. Although California is not a vertically-integrated system, the state allows
licensees to make wholesale purchase of cannabis from, or a distribution of cannabis and cannabis product to, another licensed entity within the state.
 
Holders of marijuana licenses in California are subject to a detailed regulatory scheme encompassing: security, staffing, sales, manufacturing standards, inspections,
inventory, advertising and marketing, product packaging and labeling, records and reporting, and more. As with all jurisdictions, the full regulations, as promulgated by each
applicable state agency, should be consulted for further information about any particular operational area.
 
Licensed cannabis businesses may partner with non-licensed business entities pursuant to intellectual property licensing agreements subject to certain disclosure
requirements and approvals by the DCC.
 
California Dispensary Requirements
 
Cannabis retailers may only sell cannabis products that were received by the retail licensee from a licensed distributor or licensed microbusiness authorized to engage in
distribution, and the licensed retailer must verify that the cannabis goods have not exceeded their best-by, sell-by, or expiration date if one is provided. The goods must have
undergone appropriate laboratory testing, and the batch number labeled on the package of cannabis goods must match the batch number on the corresponding certificate of
analysis for regulatory compliance testing. The packaging and goods must comply with all applicable laws in order for the goods to be sold at the retail location. In addition to
cannabis goods, a licensed retailer may sell only cannabis accessories and licensee’s branded merchandise. A licensed retailer may not provide free cannabis goods except for in
certain limited circumstances.
 
Cannabis retailers may only display cannabis goods for inspection and sale in the retail area. Such goods may be removed from their packaging and placed in containers
to allow for customer inspection, so long as the containers are not readily accessible to customers without assistance of retailer personnel. A container must be provided to the
customer by the licensed retailer or its employees, who must remain with the customer at all times that the container is being inspected by the customer. Cannabis goods removed
from their packaging in this way may not be sold or consumed. They must be destroyed appropriately when they are no longer being used for display.
 
California Reporting Requirements
 
The state of California uses METRC as the state’s track-and-trace ("T&T”) system used to track commercial cannabis activity and movement across the distribution chain
for all state-issued annual licensees. The system allows for other third-party system integration via application programming interface. Only licensees have access to METRC.
 

-13-
Table of Contents
 
California Storage, Transportation, and Security Requirements
 
To ensure the safety and security of cannabis business premises and to maintain adequate controls against the diversion, theft, and loss of cannabis or cannabis
products, California’s marijuana businesses are required to do the following:
 
●
maintain a fully operational security alarm system;
 
 
●
contract for security guard services;
 
 
●
maintain a video surveillance system that records continuously 24 hours a day;
 
 
●
ensure that the facility’s outdoor premises have sufficient lighting;
 
 
●
not dispense from its premises outside of permissible hours of operation;
 
 
●
store cannabis and cannabis product only in areas per the premises diagram submitted to the state of California during the licensing process;
 
 
●
store all cannabis and cannabis products in a secured, locked room or a vault;
 
 
●
report to local law enforcement within 24 hours after being notified or becoming aware of the theft, diversion, or loss of cannabis; and
 
 
●
ensure the safe transport of cannabis and cannabis products between licensed facilities, maintain a delivery manifest in any vehicle transporting cannabis and cannabis
products. Only vehicles registered with the DCC that meet DCC distribution requirements are to be used to transport cannabis and cannabis products.
 
DCC Inspections
 
The DCC, and its authorized representatives, shall have full and immediate access to inspect and enter onto any premises licensed by the DCC. Prior notice of an
inspection, investigation, review, or audit is not required. The DCC may also test any vehicle or equipment possessed by, in control of, or used by a licensee or their agents and
employees for the purpose of conducting commercial cannabis activity. Moreover, it may test any cannabis goods or cannabis-related materials, or products possessed by, in
control of, or used by a licensee or their agents and employees for the purpose of conducting commercial cannabis activity. The DCC may also copy any materials, books, or
records of any licensee or their agents and employees. Failure to cooperate with and participate in any DCC investigation pending against the licensee may result in a licensing
violation subject to discipline.
 
Washington Regulatory Landscape
 
Washington State’s cannabis regulatory regime has evolved significantly since the state first legalized cannabis. In 2012, Washington voters passed Initiative 502 (I-502),
legalizing both medical and recreational cannabis for adults over the age of 21. This marked a significant shift in state policy, as Washington became one of the first states in the
U.S. to legalize recreational cannabis. I-502 established a framework for regulating the production, distribution, and sale of cannabis, creating a state-controlled system for licensing
producers, processors, and retailers. The initiative also set strict limits on possession and consumption, ensuring cannabis was treated similarly to alcohol in terms of regulation
and enforcement.
 
Following the passage of I-502, the Washington State Liquor and Cannabis Board (the "WSLCB”) was tasked with developing detailed regulations and implementing the
cannabis market. By 2014, the first legal cannabis stores opened, and the state began to collect significant tax revenue from cannabis sales. The WSLCB established rules regarding
the licensing process, product testing, packaging, and labeling to ensure consumer safety and prevent cannabis from being sold to minors. Additionally, the state implemented
robust tracking systems to monitor cannabis products from cultivation through retail to prevent diversion to the black market. Washington’s regulatory framework was designed to
maintain strict oversight while promoting a legal market for cannabis.
 
In addition to recreational cannabis, Washington’s medical cannabis system has also undergone considerable changes. Although medical cannabis was legal in
Washington before I-502, it lacked a clear regulatory structure. After I-502’s passage, the state worked to integrate medical cannabis into the new recreational system, ensuring that
medical patients had access to regulated, quality products. In 2015, the Washington State Legislature passed ESHB 2136, which unified the medical and recreational cannabis
systems and created a framework for medical cannabis patients to access cannabis through licensed dispensaries. Under the new system, medical cannabis patients benefit from
certain tax exemptions and higher purchase limits, while the overall goal was to ensure both the recreational and medical cannabis markets were properly regulated to protect public
health and safety. Today, Washington State’s cannabis laws continue to evolve, focusing on further refinement and adjustments to the market as the state navigates challenges
related to enforcement, taxation, and equity in the cannabis industry.
 
Washington Licensing Requirements
 
In Washington State, cannabis manufacturing is regulated by the Washington State Liquor and Cannabis Board (the "WSLCB”), which issues licenses for producers and
processors involved in the production and manufacture of cannabis products. The relevant regulatory framework for cannabis manufacturing is governed primarily by Initiative 502
(I-502) and the rules set forth in Title 314 of the Washington Administrative Code (the "WAC”). Under I-502, the WSLCB is responsible for issuing licenses, enforcing compliance
with regulations, and overseeing the legal cannabis market in Washington.
 
To obtain a cannabis manufacturing or retail license, applicants must meet several criteria, including demonstrating that they are 21 years of age or older, are U.S. citizens
or legal residents, and have no felony convictions within the past 10 years, particularly those related to controlled substances. The licensing process involves submitting an
application through the WSLCB’s online portal, paying application fees, and passing a background check. Manufacturers must also ensure that their operations meet local zoning
requirements, as local municipalities may have additional restrictions or bans on cannabis businesses. Licenses are available for different types of manufacturing, such as cannabis
processing, which involves the creation of cannabis-infused products, and cannabis extraction, which includes methods of concentrating cannabinoids like THC and CBD.
 
Once a license is granted, cannabis manufacturers and retailers must comply with ongoing regulatory requirements under the WSLCB’s rules. These include maintaining a
secure facility with proper surveillance and alarm systems, conducting regular product testing through state-approved labs, and adhering to packaging and labeling standards
outlined in WAC 314-55. All participants in the Washington cannabis industry are also required to use the state’s seed-to-sale tracking system, called the Marijuana Tracking
System (the "MTS”), to monitor the movement of cannabis products from cultivation to sale. Compliance with these regulations is essential for ensuring the safety, security, and
legality of cannabis manufacturing in Washington State. Failure to comply with the licensing requirements and regulations can result in fines, suspension, or revocation of the
manufacturer’s license.
 
-14-
Table of Contents
 
Washington Dispensary Requirements
 

Cannabis dispensaries in Washington State are permitted to sell a variety of cannabis products, including flower (dried cannabis), pre-rolls, concentrates, extracts, edibles,
tinctures, and topicals. These products must be sourced from licensed producers and processors who comply with state regulations regarding testing, labeling, and quality control.
According to WAC 314-55, all cannabis products sold in dispensaries must undergo testing for potency and contaminants (e.g., pesticides, mold, and residual solvents) at state-
certified laboratories to ensure they meet health and safety standards before they reach consumers. Additionally, dispensaries can only sell cannabis products that are
appropriately packaged and labeled, following WSLCB rules. Labels must include information such as product potency (THC/CBD content), ingredients, serving size, and health
warnings.
 
The display of cannabis products within dispensaries is tightly regulated. Under WAC 314-55-155, cannabis products must be kept behind a counter or in a secure area
that is not accessible to customers without the assistance of a licensed employee. Retailers are prohibited from displaying cannabis products in an open manner or allowing
customers to handle the products without first engaging with a staff member. Edibles and concentrates, in particular, must be stored in child-resistant, tamper-evident packaging,
and products must not be displayed in a way that is attractive to minors. Additionally, the law prohibits retailers from using advertising or packaging that could appeal to children,
such as cartoon characters or candy-like packaging.
 
Dispensaries are required to maintain robust security measures to prevent theft and ensure public safety. According to WAC 314-55-083, dispensaries must have a
security system in place that includes 24/7 surveillance with video cameras covering key areas such as entrances, exits, cash handling areas, and storage areas. All video footage
must be retained for a minimum of 45 days and be available to law enforcement upon request. Dispensaries must also maintain a secure inventory system to track cannabis
products from producers and processors to the final sale, using the state’s MTS. Furthermore, physical security measures, such as locked storage for cannabis products, safes for
cash, and alarm systems, are required to safeguard both the products and the dispensary’s premises. Employees must be trained in security protocols, including how to handle
potential theft, customer disputes, and other emergency situations.
 
These rules aim to maintain a controlled, secure, and compliant cannabis retail environment in Washington State, ensuring the legal market operates safely while
protecting public health and preventing unauthorized access to cannabis products. Non-compliance with these regulations can result in fines, suspension, or revocation of a
dispensary’s license.
 
Washington Reporting Requirements
 
All participants in the Washington cannabis industry are also required to use the MTS to monitor the movement of cannabis products from cultivation to sale.
 
Trademarks, Flavor Concentrate Trade Secrets and Patent Rights
 
In the United States, we own a number of trademark registrations (designated by the ® symbol) and pending trademark applications (designated by the ™ symbol) for use
in connection with our products, including "JONES®,” "JONES SODA CO.® "LEMONCOCCO ®” and "MARY JONES®,”.
 
In general, trademark registrations expire 10 years from the filing date or registration date, with the exception in Canada, where trademark registrations expire 15 years from
the registration date. All trademark registrations may be renewed for a nominal fee.
 
Although our flavor concentrate suppliers generally own the proprietary rights to the flavors, we have the exclusive rights to our flavor concentrates developed with our
current flavor concentrate suppliers, which we protect as trade secrets. We will continue to take appropriate measures to maintain the secrecy and proprietary nature of our flavor
concentrates.
 
We consider our trademarks and trade secrets to be of considerable value and importance to our business.
 
Seasonality
 
Our sales are seasonal and we experience fluctuations in quarterly results as a result of many factors. We historically have generated a greater percentage of our revenues
during the warm weather months of April through September. Sales may fluctuate materially on a quarter to quarter basis or an annual basis when we launch a new product or fill
the "pipeline” of a new distribution partner or a large retail partner. Sales results may also fluctuate based on the number of stock keeping units or "SKUs” selected or removed by
our distributors and retail partners through the normal course of serving consumers in the dynamic, trend-oriented beverage industry. As a result, management believes that
period-to-period comparisons of results of operations are not necessarily meaningful and should not be relied upon as any indication of future performance or results expected for
the fiscal year.
 
-15-
Table of Contents
 
Human Capital
 
We believe the strength of our workforce is one of the significant contributors to our success. Attracting, developing and retaining talent with the right skills to drive our
business is central to our purpose, mission and long-term growth strategy. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining,
incentivizing and integrating our existing and new employees, advisors and consultants. The principal purposes of our equity incentive plan is to attract, retain and reward
personnel through the granting of stock-based compensation awards, in order to increase shareholder value and the success of our Company by motivating such individuals to
perform to the best of their abilities and achieve our objectives.
 
As of the date of this Report, we have 27 employees, all of which are full-time, and with the exception of two employees located in Canada are all located in the United
States. Of our 27 employees, 15 are employed in sales and marketing capacities, 4 are employed in finance and accounting capacities and 8 are employed in customer service,
manufacturing and quality control capacities. None of our employees are represented by labor unions.
 
Securities Exchange Act Reports and other Available Information
 
As a public company, we are required to file our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements on Schedule
14A and other information (including any amendments) with the Securities and Exchange Commission (the "SEC”). You can find our SEC filings at the SEC’s website at
www.sec.gov.
 
Our Internet address is www.jonessoda.com. Certain information contained on our website is not part of this annual report on Form 10-K.
 
We make available on or through our website at www.jonessoda.com our SEC filings free of charge as soon as reasonably practicable after we electronically file the
information with, or furnish it to, the SEC. In addition, the following corporate governance materials are also available on our website under "Investor Relations — Corporate
Governance:”
 
●
Audit Committee Charter
 
 
 
●
Compensation and Governance Committee Charter
 
 
 
●
Code of Conduct applicable to all directors, officers and employees of Jones Soda Co.
 
 
 

●
Code of Ethics for our CEO and senior financial officers.
 
A copy of any of the materials filed with or furnished to the SEC or copies of the corporate governance materials described above are available free of charge and can be
mailed to you upon request to Jones Soda Co., 4786 1st Avenue South, Suite 103, Seattle, Washington 98134.
 
Executive Officers
 
Scott Harvey, President and Chief Executive Officer
 
Brian Meadows, Chief Financial Officer
 
Gabe Carimi, Chief Operating Officer
 
Jerry Goldner, Chief Growth Officer
 
Directors
 
Paul Norman, Chairman
 
Clive Sirkin
 
Gregg Reichman
 
Mark Murray
 
Ronald Dissinger
 
-16-
Table of Contents
 
ITEM 1A.
RISK FACTORS.
 
You should carefully consider the following risk factors that may affect our business, including our financial condition and results of operations. The risks and
uncertainties described below are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may
impair our business. If any of the following risks actually occur, our business could be harmed, the trading price of our common stock could decline and you could lose all or
part of your investment in us.
 
Risks Related to our Financial Condition and Capital Requirements
 
We have experienced recurring losses from operations and negative cash flows from operating activities
 
We have experienced recurring losses from operations and negative cash flows from operating activities. We incurred a net loss of $9.9 million for the year ended
December 31, 2024. Our accumulated deficit increased to $92.9 million as of December 31, 2024 compared to the prior year’s deficit of $83.1 million.
 
We may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect our financial condition. Our prior losses
and possible future losses may have an adverse effect on our financial condition. If our products do not achieve sufficient market acceptance and our revenues do not increase as
expected, we may continue to generate operating losses for the foreseeable future. If we achieve profitability in the future, we may not be able to sustain profitability in subsequent
periods. Our failure to become and remain profitable would decrease the value of our Company and could impair our ability to raise capital, expand our business, diversify our
product offerings or continue our operations. A decline in the value of our Company could cause you to lose all or part of your investment.
 
If we are not able to successfully execute on our future operating plans, our financial condition and results of operation may be materially adversely affected, and we may not
be able to continue as a going concern.
 
It is critical that we meet our sales goals and increase sales revenues going forward as our operating plan already reflects prior significant cost containment measures, and
we believe any further significant cost reductions could harm our operations. If we do not meet our sales revenue goals, our available cash and working capital will decrease and
our financial condition will be negatively impacted.
 
We may need additional financing in the future, which may not be available when needed or may be costly and dilutive.
 
We may require additional financing to support our working capital needs in the future. The amount of additional capital we may require, the timing of our capital needs
and the availability of financing to fund those needs will depend on a number of factors, including our strategic initiatives and operating plans, the performance of our business
and the market conditions for debt or equity financing. Additionally, the amount of capital required will depend on our ability to meet our sales revenue goals and otherwise
successfully execute our operating plan. We believe it is imperative that we meet our annual sales revenue objectives in order to lessen our reliance on external financing in the
future. We intend to continually monitor and adjust our operating plan as necessary to respond to developments in our business, our markets and the broader economy. Although
we believe various debt and equity financing alternatives may be available to us to support our working capital needs, financing arrangements may not be available to us when
needed or on terms acceptable to us or, if available, may be dilutive to our shareholders. In addition, the incurrence of indebtedness would result in increased fixed payment
obligations and we may be required to agree to certain restrictive covenants, such as limitations on our ability to make certain dividends, incur additional debt, limitations on our
ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. Moreover, these
alternatives may require significant cash payments for interest and other costs or could be highly dilutive to our existing shareholders. Any such financing alternatives may not
provide us with sufficient funds to meet our long-term capital requirements. If necessary, we may explore strategic transactions that we consider to be in the best interest of the
Company and our shareholders, which may include, without limitation, public or private offerings of debt or equity securities, a rights offering, and other strategic alternatives;
however, these options may not ultimately be available or feasible when needed. If we are unable to obtain funding on a timely basis, we may be required to curtail, delay or
discontinue our operations or be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could materially affect our business,
financial condition and results of operations.
 
Risk Factors Relating to Our Current Brand and Beverage Industry
 
We compete in an industry that is brand-conscious, so brand name recognition and acceptance of our products are critical to our success.
 
Our business is substantially dependent upon awareness and market acceptance of our products and brands by our target market, trendy, young consumers looking for a
distinctive tonality in their beverage choices. In addition, our business depends on acceptance by our independent distributors and retailers of our brands as beverage brands that
have the potential to provide incremental sales growth. If we are not successful in the revitalization and growth of our brand and product offerings, we may not achieve and
maintain satisfactory levels of acceptance by independent distributors and retail consumers. Any failure of our Jones Soda brand to maintain or increase acceptance or market

penetration would likely have a material adverse effect on our revenues and financial results.
 
Our brand and image are keys to our business and any inability to maintain a positive brand image could have a material adverse effect on our results of operations.
 
Our success depends on our ability to maintain brand image for our existing products and effectively build up brand image for new products and brand extensions. We
cannot predict whether our advertising, marketing and promotional programs will have the desired impact on our products’ branding and on consumer preferences. In addition,
negative public relations and product quality issues, whether real or imagined, could tarnish our reputation and image of the affected brands and could cause consumers to choose
other products. Our brand image may also be adversely affected by unfavorable reports, studies and articles, litigation, or regulatory or other governmental action, whether
involving our products or those of our competitors.
 
Competition from traditional and large, well-financed non-alcoholic beverage manufacturers may adversely affect our distribution relationships and may hinder
development of our existing markets, as well as prevent us from expanding our markets.
 
The beverage industry is highly competitive. We compete with other beverage companies not only for consumer acceptance but also for shelf space in retail outlets and
for marketing focus by our distributors, all of whom also distribute other beverage brands. Our products compete with all non-alcoholic beverages, most of which are marketed by
companies with substantially greater financial, marketing and other resources than ours. Some of these competitors are placing severe pressure on independent distributors not to
carry competitive sparkling brands such as ours. We also compete with regional beverage producers and "private label” soft drink suppliers.
 
Our direct competitors in the sparkling beverage category include traditional large beverage companies and distributors, and regional premium soft drink companies.
These national and international competitors have advantages such as lower production costs, larger marketing budgets, greater financial and other resources and more developed
and extensive distribution networks than ours. We may not be able to grow our volumes or maintain our selling prices, whether in existing markets or as we enter new markets.
 
Increased competitor consolidations, market-place competition, particularly among branded beverage products, and competitive product and pricing pressures could
impact our earnings, market share and volume growth. If, due to such pressure or other competitive threats, we are unable to sufficiently maintain or develop our distribution
channels, we may be unable to achieve our current revenue and financial targets. As a means of maintaining and expanding our distribution network, we intend to introduce
product extensions and additional brands; however, we may not be successful in doing this, or it may take us longer than anticipated to achieve market acceptance of these new
products and brands, if at all. Other companies may be more successful in this regard over the long term. Competition, particularly from companies with greater financial, marketing
and other resources than ours, could have a material adverse effect on our existing markets, as well as on our ability to expand the market for our products.
 
-17-
Table of Contents
 
We compete in an industry characterized by rapid changes in consumer preferences and public perception, so our ability to continue developing new products to satisfy the
changing preferences of consumers will determine our long-term success.
 
Failure to introduce new brands, products or product extensions into the marketplace as current ones mature and to meet the changing preferences of consumers could
prevent us from gaining market share and achieving long-term profitability. Product lifecycles can vary and consumer preferences and loyalties change over time. Although we try
to anticipate these shifts and innovate new products to introduce to our consumers, we may not succeed. Consumer preferences also are affected by factors other than taste, such
as health and nutrition considerations and obesity concerns, shifting consumer needs, changes in consumer lifestyles, increased consumer information and competitive product
and pricing pressures. Sales of our products may be adversely affected by the negative publicity associated with these issues. If we do not adequately anticipate or adjust to
respond to these and other changes in consumer preferences, we may not be able to maintain and grow our brand image and our sales may be adversely affected.
 
We may experience a reduced demand for some of our products due to health concerns (including obesity) and legislative initiatives against sweetened beverages.
 
Consumers are concerned about health and wellness; public health officials and government officials are increasingly vocal about obesity and its consequences. There
has been a trend among some public health advocates and dietary guidelines to recommend a reduction in sweetened beverages, as well as increased public scrutiny, new taxes on
sugar-sweetened beverages, and additional governmental regulations concerning the marketing and labeling/packing of the beverage industry. See Risk Factor - Legislative or
regulatory changes that affect our products, including new taxes, could reduce demand for products or increase our costs. Additional or revised regulatory requirements,
whether labeling, tax or otherwise, could have a material adverse effect on our financial condition and results of operations. Further, increasing public concern with respect to
sweetened beverages could reduce demand for our beverages and increase desire for more low-calorie soft drinks, water, enhanced water, coffee-flavored beverages, tea, and
beverages with natural sweeteners. We are continuously working to reduce calories and sugar in our Jones Cane Sugar products while launching additional products, to pair with
existing brand extensions such as Jones Sugar Free that round out our diversified portfolio.
 
Risk Factors Relating to Our Business Operations and Financial Results
 
Our reliance on distributors, retailers and brokers could affect our ability to efficiently and profitably distribute and market our products, maintain our existing markets and
expand our business into other geographic markets.
 
Our ability to maintain and expand our existing markets for our products, and to establish markets in new geographic distribution areas, is dependent on our ability to
establish and maintain successful relationships with reliable distributors, retailers and brokers strategically positioned to serve those areas. Most of our distributors, retailers and
brokers sell and distribute competing products, including non-alcoholic and alcoholic beverages, and our products may represent a small portion of their businesses. The success
of this network will depend on the performance of the distributors, retailers and brokers of this network. There is a risk that the mentioned entities may not adequately perform their
functions within the network by, without limitation, failing to distribute to sufficient retailers or positioning our products in localities that may not be receptive to our product. Our
ability to incentivize and motivate distributors to manage and sell our products is affected by competition from other beverage companies who have greater resources than we do.
To the extent that our distributors, retailers and brokers are distracted from selling our products or do not employ sufficient efforts in managing and selling our products, including
re-stocking the retail shelves with our products, our sales and results of operations could be adversely affected. Furthermore, such third-parties’ financial position or market share
may deteriorate, which could adversely affect our distribution, marketing and sales activities.
 
Our ability to maintain and expand our distribution network and attract additional distributors, retailers and brokers will depend on a number of factors, some of which are
outside our control. Some of these factors include:
 
●
the level of demand for our brands and products in a particular distribution area;
 
 
●
our ability to price our products at levels competitive with those of competing products; and
 
 
●
our ability to deliver products in the quantity and at the time ordered by distributors, retailers and brokers.
 
We may not be able to successfully manage all or any of these factors in any of our current or prospective geographic areas of distribution. Our inability to achieve
success with regards to any of these factors in a geographic distribution area will have a material adverse effect on our relationships in that particular geographic area, thus limiting
our ability to maintain or expand our market, which will likely adversely affect our revenues and financial results.
 
We incur significant time and expense in attracting and maintaining key distributors.
 

Our marketing and sales strategy depends in large part on the availability and performance of our independent distributors. We currently do not have, nor do we
anticipate in the future that we will be able to establish, long-term contractual commitments from some of our distributors. We may not be able to maintain our current distribution
relationships or establish and maintain successful relationships with distributors in new geographic distribution areas. Moreover, there is the additional possibility that we may
have to incur additional expenditures to attract and maintain key distributors in one or more of our geographic distribution areas in order to profitably exploit our geographic
markets.
 
It is difficult to predict the timing and amount of our sales because our distributors are not required to place minimum orders with us.
 
Our independent distributors and national accounts are not required to place minimum monthly or annual orders for our products. In order to reduce their inventory costs,
independent distributors typically order products from us on a "just in time” basis in quantities and at such times based on the demand for the products in a particular distribution
area. Accordingly, we cannot predict the timing or quantity of purchases by any of our independent distributors or whether any of our distributors will continue to purchase
products from us in the same frequencies and volumes as they may have done in the past. Additionally, our larger distributors and national partners, may make orders that are
larger than we have historically been required to fill. Shortages in inventory levels, supply of raw materials or other key supplies could negatively affect us.
 
If we do not adequately manage our inventory levels, our operating results could be adversely affected.
 
We need to maintain adequate inventory levels to be able to deliver products to distributors on a timely basis. Our inventory supply depends on our ability to correctly
estimate demand for our products. Our ability to estimate demand for our products is imprecise, particularly for new products, seasonal promotions and new markets. If we
materially underestimate demand for our products or are unable to maintain sufficient inventory of raw materials, we might not be able to satisfy demand on a short-term basis. If we
overestimate distributor or retailer demand for our products, we may end up with too much inventory, resulting in higher storage costs, increased trade spend and the risk of
inventory spoilage. If we fail to manage our inventory to meet demand, we could damage our relationships with our distributors and retailers and could delay or lose sales
opportunities, which would unfavorably impact our future sales and adversely affect our operating results. In addition, if the inventory of our products held by our distributors and
retailers is too high, they will not place orders for additional products, which would also unfavorably impact our sales and adversely affect our operating results.
 
-18-
Table of Contents
 
If we fail to maintain relationships with our independent contract manufacturers, our business could be harmed.
 
We do not manufacture our products but instead outsource the manufacturing process to third-party bottlers and independent contract manufacturers (co-packers). We
do not own the plants or the majority of the equipment required to manufacture and package our beverage products, and we do not anticipate bringing the manufacturing process
in-house in the future. Our ability to maintain effective relationships with contract manufacturers and other third parties for the production and delivery of our beverage products in
a particular geographic distribution area is important to the success of our operations within each distribution area. Competition for contract manufacturers’ business is intense,
especially in the western United States, and this could make it more difficult for us to obtain new or replacement manufacturers, or to locate back-up manufacturers, in our various
distribution areas, and could also affect the economic terms of our agreements with our existing manufacturers. We may not be able to maintain our relationships with current
contract manufacturers or establish satisfactory relationships with new or replacement contract manufacturers, whether in existing or new geographic distribution areas. The failure
to establish and maintain effective relationships with contract manufacturers for a distribution area could increase our manufacturing costs and thereby materially reduce gross
profits from the sale of our products in that area. Poor relations with any of our contract manufacturers could adversely affect the amount and timing of product delivered to our
distributors for resale, which would in turn adversely affect our revenues and financial condition. In addition, our agreements with our contract manufacturers are terminable at any
time, and any such termination could disrupt our ability to deliver products to our customers.
 
Our dependence on independent contract manufacturers could make management of our manufacturing and distribution efforts inefficient or unprofitable.
 
We are expected to arrange for our contract manufacturing needs sufficiently in advance of anticipated requirements, which is customary in the contract manufacturing
industry for comparably sized companies. Based on the cost structure and forecasted demand for the particular geographic area where our contract manufacturers are located, we
continually evaluate which of our contract manufacturers to use. To the extent demand for our products exceeds available inventory or the production capacity of our contract
manufacturing arrangements, or orders are not submitted on a timely basis, we will be unable to fulfill distributor orders on demand. Conversely, we may produce more product
inventory than warranted by the actual demand for it, resulting in higher storage costs and the potential risk of inventory spoilage. Our failure to accurately predict and manage our
contract manufacturing requirements and our inventory levels may impair relationships with our independent distributors and key accounts, which, in turn, would likely have a
material adverse effect on our ability to maintain effective relationships with those distributors and key accounts.
 
Increases in costs or shortages of raw materials could harm our business and financial results.
 
The principal raw materials we use include glass bottles, aluminum cans, labels and cardboard cartons, aluminum closures, flavorings, sucrose/inverted pure cane sugar
and sucralose. In addition, certain of our contract manufacturing arrangements allow such contract manufacturers to increase their charges to us based on their own cost increases.
These manufacturing and ingredient costs are subject to fluctuation. Substantial increases in the prices of our ingredients, raw materials and packaging materials, to the extent that
they cannot be recouped through increases in the prices of finished beverage products, would increase our operating costs and could reduce our profitability. If our supply of
these raw materials is impaired or if prices increase significantly, it could affect the affordability of our products and reduce sales.
 
The beverage industry has experienced increased prices for glass bottles over the last several years and the availability of glass supply diminished for companies not
under contract. Our fixed-price purchase commitment for glass, which helps mitigate the risk of unexpected price increases, expires at the end of 2025. The prices of any of the
above or any other raw materials or ingredients may continue to rise in the future. Due to the price sensitivity of our products, we may not be able to pass such increases on to our
customers, which could have a material adverse effect on our business and financial results.
 
If we are unable to secure sufficient ingredients or raw materials including glass, sugar, and other key supplies, we might not be able to satisfy demand on a short-term
basis. Moreover, in the past there have been industry-wide shortages of certain concentrates, supplements and sweeteners and these shortages could occur again from time to
time in the future, which could interfere with and delay production of our products and could have a material adverse effect on our business and financial results.
 
In addition, suppliers could fail to provide ingredients or raw materials on a timely basis, or fail to meet our performance expectations, for a number of reasons, including,
for example, disruption to the global supply chain as a result of pandemics, which could cause a serious disruption to our business, increase our costs, decrease our operating
efficiencies and have a material adverse effect on our business, results of operations and financial condition.
 
Increases in costs of energy and increased regulations may have an adverse impact on our gross margin.
 
Over the past few years, volatility in the global oil markets has resulted in high fuel prices, which many shipping companies have passed on to their customers by way of
higher base pricing and increased fuel surcharges. If fuel prices increase, we expect to experience higher shipping rates and fuel surcharges, as well as energy surcharges on our
raw materials. It is hard to predict what will happen in the fuel markets. Due to the price sensitivity of our products, we may not be able to pass such increases on to our customers.
 
Disruption within our supply chain, contract manufacturing or distribution channels could have an adverse effect on our business, financial condition and results of
operations.
 
Our ability, through our suppliers, business partners, contract manufacturers, independent distributors and retailers, to make, move and sell products is critical to our
success. Damage or disruption to our suppliers or to manufacturing or distribution capabilities due to weather, natural disaster, fire or explosion, terrorism, pandemics such as

influenza, labor strikes, military conflict, geopolitical events or other reasons, could impair the manufacture, distribution and sale of our products. Many of these events are outside
of our control. Failure to take adequate steps to protect against or mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur,
could adversely affect our business, financial condition and results of operations.
 
We rely upon our ongoing relationships with our key flavor suppliers. If we are unable to source our flavors on acceptable terms from our key suppliers, we could suffer
disruptions in our business.
 
We currently purchase our flavor concentrate from various flavor concentrate suppliers, and continually develop other sources of flavor concentrate for each of our
products. Generally, flavor suppliers hold the proprietary rights to their flavors. Although we have the exclusive rights to flavor concentrates developed with our current flavor
concentrate suppliers, we do not have the list of ingredients or formulas for our flavors and concentrates. Consequently, we may be unable to obtain these same flavors or
concentrates from alternative suppliers on short notice. If we have to replace a flavor supplier, we could experience disruptions in our ability to deliver products to our customers,
which could have a material adverse effect on our results of operations.
 
If we are unable to attract and retain key personnel, our efficiency and operations would be adversely affected; in addition, management turnover causes uncertainties and
could harm our business.
 
Our success depends on our ability to attract and retain highly qualified employees in such areas as finance, sales, marketing and product development. We compete to
hire new employees, and, in some cases, must train them and develop their skills and competencies. We may not be able to provide our employees with competitive salaries, and
our operating results could be adversely affected by increased costs due to increased competition for employees, higher employee turnover or increased employee benefit costs.
 
To the extent we experience management turnover, our operations, financial condition and employee morale could be negatively impacted. In addition, competition for top
management is high and it may take months to find a candidate that meets our requirements. If we are unable to attract and retain qualified management personnel, our business
could suffer.
 
-19-
Table of Contents
 
If we fail to protect our trademarks and trade secrets, we may be unable to successfully market our products and compete effectively.
 
We rely on a combination of trademark and trade secrecy laws, confidentiality procedures and contractual provisions to protect our intellectual property rights. Failure to
protect our intellectual property could harm our brand and our reputation, and adversely affect our ability to compete effectively. Further, enforcing or defending our intellectual
property rights, including our trademarks, copyrights, licenses and trade secrets, could result in the expenditure of significant financial and managerial resources. We regard our
intellectual property, particularly our trademarks and trade secrets to be of considerable value and importance to our business and our success, and we actively pursue the
registration of our trademarks in the United States, Canada and internationally. However, the steps taken by us to protect these proprietary rights may not be adequate and may
not prevent third parties from infringing or misappropriating our trademarks, trade secrets or similar proprietary rights. In addition, other parties may seek to assert infringement
claims against us, and we may have to pursue litigation against other parties to assert our rights. Any such claim or litigation could be costly. In addition, any event that would
jeopardize our proprietary rights or any claims of infringement by third parties could have a material adverse effect on our ability to market or sell our brands, profitably exploit our
products or recoup our associated research and development costs.
 
As part of the licensing strategy of our brands, we enter into licensing agreements under which we grant our licensing partners certain rights to use our trademarks and
other designs. Although our agreements require that the use of our trademarks and designs is subject to our control and approval, any breach of these provisions, or any other
action by any of our licensing partners that is harmful to our brands, goodwill and overall image, could have a material adverse impact on our business.
 
If we encounter product recalls or other product quality issues, our business may suffer.
 
Product quality issues, real or imagined, or allegations of product contamination, even when false or unfounded, could tarnish our image and could cause consumers to
choose other products. In addition, as a result of changing government regulations or implementation thereof, or allegations of product contamination, we may be required from
time to time to recall products entirely or from specific markets. Product recalls could affect our profitability and could negatively affect brand image.
 
We could be exposed to product liability claims which could materially damage our reputation and brand image and have a material adverse effect on our financial
condition.
 
Although we have product liability and basic recall insurance, insurance coverage may not be sufficient to cover all product liability claims that may arise. To the extent
our product liability coverage is insufficient, a product liability claim may have a material adverse effect upon our financial condition. In addition, any product liability claim brought
against us may materially damage the reputation and brand image of our products and business.
 
Litigation or legal proceedings could expose us to significant liabilities and damage our reputation.
 
On March 25, 2024, our indirect wholly owned subsidiary, Mary Jones Michigan LLC, received a Notice of Claims for arbitration from Core Manufacturing, LLC ("Core”),
who claimed that the Company was in breach of its commitments under the agreement between the Company and Core. Core is seeking, amongst other damages, the enforcement
of the break-up fee provision in such agreement, which they calculate to be $7,220,357. In February 2025, a confidential settlement agreement was entered into between all the
parties to the Litigation Matters, which has resulted in the settlement and/or dismissal of both Litigation Matters.
 
We may also become party to other litigation claims and legal proceedings. Litigation involves significant risks, uncertainties and costs, including distraction of
management attention away from our business operations. We evaluate litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if
possible, the amount of potential losses. Based on these assessments and estimates, we establish reserves and disclose the relevant litigation claims or legal proceedings, as
appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of management judgment. Actual
outcomes or losses may differ materially from those envisioned by our current assessments and estimates. Our policies and procedures require strict compliance by our employees
and agents with all U.S. and local laws and regulations applicable to our business operations, including those prohibiting improper payments to government officials. Nonetheless,
our policies and procedures may not ensure full compliance by our employees and agents with all applicable legal requirements. Improper conduct by our employees or agents
could damage our reputation or lead to litigation or legal proceedings that could result in civil or criminal penalties, including substantial monetary fines, as well as disgorgement of
profits.
 
We are subject to risks inherent in sales of products in international markets.
 
Our operations outside of the United States, contribute to our revenue and profitability, and we believe that developing and emerging markets could present future growth
opportunities for us. However, there can be no assurance that existing or new products that we manufacture, distribute or sell will be accepted or be successful in any particular
foreign market, due to local or global competition, product price, cultural differences, consumer preferences or otherwise. There are many factors that could adversely affect
demand for our products in foreign markets, including, but not limited to, our inability to attract and maintain key distributors in these markets; volatility in the economic growth of
certain of these markets; changes in economic, political or social conditions, the status and renegotiations of the North American Free Trade Agreement, imposition of new or
increased labeling, product or production requirements, or other legal restrictions; restrictions on the import or export of our products or ingredients or substances used in our
products; inflationary currency, devaluation or fluctuation; and/or increased costs of doing business due to compliance with complex foreign and U.S. laws and regulations. If we
are unable to effectively operate or manage the risks associated with operating in international markets, our business, financial condition or results of operations could be

adversely affected.
 
Climate change may negatively affect our business.
 
There is growing concern that a gradual increase in global average temperatures may cause an adverse change in weather patterns around the globe resulting in an
increase in the frequency and severity of natural disasters. While warmer weather has historically been associated with increased sales of our products, changing weather patterns
could have a negative impact on agricultural productivity, which may limit availability or increase the cost of certain key ingredients such as sugar cane, natural flavors and
supplements used in our products. Also, increased frequency or duration of extreme weather conditions may disrupt the productivity of the facilities that produce our products,
the operation of our supply chain or impact demand for our products. In addition, the increasing concern over climate change may result in more regional, federal and global legal
and regulatory requirements and could result in increased production, transportation and raw material costs. As a result, the effects of climate change could have a long-term
adverse impact on our business and results of operations.
 
Our business and operations may be adversely impacted in the event of a failure or interruption of our information technology infrastructure or as a result of a cybersecurity
attack.
 
The proper functioning of our own information technology (IT) infrastructure is critical to the efficient operation and management of our business. We may not have the
necessary financial resources to update and maintain our IT infrastructure, and any failure or interruption of our IT system could adversely impact our operations. In addition, our
IT is vulnerable to cyberattacks, computer viruses, worms and other malicious software programs, physical and electronic break-ins, sabotage and similar disruptions from
unauthorized tampering with our computer systems. We believe that we have adopted appropriate measures to mitigate potential risks to our technology infrastructure and our
operations from these IT-related and other potential disruptions. However, given the unpredictability of the timing, nature and scope of any such IT failures or disruptions, we
could potentially be subject to downtimes, transactional errors, processing inefficiencies, operational delays, other detrimental impacts on our operations or ability to provide
products to our customers, the compromising of confidential or personal information, destruction or corruption of data, security breaches, other manipulation or improper use of
our systems and networks, financial losses from remedial actions, loss of business or potential liability, and/or damage to our reputation, any of which could have a material
adverse effect on our cash flows, competitive position, financial condition or results of operations.
 
Our results of operations may fluctuate from quarter to quarter for many reasons, including seasonality.
 
Our sales are seasonal and we experience fluctuations in quarterly results as a result of many factors. We historically have generated a greater percentage of our revenues
during the warm weather months of April through September. Timing of customer purchases will vary each year and sales can be expected to shift from one quarter to another. As
a result, management believes that period-to-period comparisons of results of operations are not necessarily meaningful and should not be relied upon as any indication of future
performance or results expected for the fiscal year.
 
-20-
Table of Contents
 
In addition, our operating results may fluctuate due to a number of other factors including, but not limited to:
 
●
 
 
Our ability to maintain, develop and expand distribution channels for current and new products, develop favorable arrangements with third party distributors of our products
and minimize or reduce issues associated with engaging new distributors and retailers, including, but not limited to, transition costs and expenses and down time resulting
from the initial deployment of our products in each new distributor’s network;
 
 
●
Unilateral decisions by distributors, grocery store chains, specialty chain stores, club stores, mass merchandisers and other customers to discontinue carrying all or any of our
products that they are carrying at any time;
 
 
●
Our ability to maintain, develop and expand our direct-to-retail sales channels and national retail accounts, as well as our "MyJones” business;
 
 
●
Our ability to manage our resources to sufficiently support general operating activities, promotion allowances and slotting fees, promotion and selling activities, and capital
expansion, and our ability to sustain profitability;
 
 
●
Our ability to meet the competitive response by much larger, well-funded and established companies currently operating in the beverage industry, as we introduce new
competitive products; and
 
 
●
Competitive products and pricing pressures and our ability to gain or maintain share of sales in the marketplace as a result of actions by competitors.
 
Due to these and other factors, our results of operations have fluctuated from period to period and may continue to do so in the future, which could cause our operating
results in a particular quarter to fail to meet market expectations.
 
Changes in tax laws or the imposition of additional duties, quotas, tariffs, and other trade restrictions could adversely affect our business.
 
Changes in U.S. trade policy, such as the renegotiation of the US Mexico Canada Agreement (USMCA) and the imposition of additional tariffs, present risks to our
business. Currently the Company’s soft drink beverage products are duty-free under the existing USMCA if they meet the rules of origin (e.g. they are produced in North America).
Currently the Company imports raw materials from the US into Canada where it produces glass products for the US and Canadian markets. Any change to these tariffs could
adversely affect our ability to produce and market products at competitive prices which could impact sales and financial results. The Company may not be able to move its Canada
based glass production to the US at a similar production cost if high tariffs are imposed by the US on Canada sourced soft drink beverages of North American origin.
 
Our business and periodic financial results can be affected by currency rate fluctuations, because a significant percentage of our business is in Canada.
 
A significant percentage of our sales are conducted through our Canadian subsidiary, for which we receive revenues in the Canadian dollar. In addition, a significant
percentage of our costs of goods are denominated in the Canadian dollar, due to our co-packing facility in Canada. Because of this we are affected by changes in U.S. exchange
rates with the Canadian dollar.
 
In preparing our consolidated financial statements, certain financial information is required to be translated from the Canadian dollar to the U.S. dollar. The translation of
our Canadian revenues, cash and other assets is adversely affected when the United States dollar strengthens against the Canadian dollar and is positively affected when the U.S.
dollar weakens. Similarly, translation of our Canadian expenses and liabilities is positively affected when the U.S. dollar strengthens against the Canadian dollar and adversely
affected when the U.S. dollar weakens. This exposure to foreign currency risk could significantly affect our revenues and profitability from our Canadian operations and could
result in significant fluctuations to our periodic consolidated statements of operations and consolidated balance sheets.
 
Throughout 2024, the U.S. dollar’s strength fluctuated significantly in comparison to the Canadian dollar. Based on the Noon buying rates in New York City for cable
transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York, as of March 28, 2025, the Canadian dollar exchange rate for one U.S.
dollar was equal to $0.6989 compared to $0.6944 as of December 31, 2024 and $0.7575 as of December 31, 2023. We cannot predict future changes in these exchange rates. We do
not engage in foreign currency hedging transactions.
 
Changes in our effective tax rate may impact our results of operations.

 
We are subject to taxes in the U.S. and other jurisdictions. Tax rates in these jurisdictions may be subject to significant change due to economic and/or political
conditions. A number of other factors may also impact our future effective tax rate including:
 
 
●
the jurisdictions in which profits are determined to be earned and taxed;
 
●
the resolution of issues arising from tax audits with various tax authorities;
 
●
changes in valuation of our deferred tax assets and liabilities;
 
●
increases in expenses not deductible for tax purposes, including write-offs of acquired intangibles and impairment of goodwill in connection with acquisitions;
 
●
changes in availability of tax credits, tax holidays, and tax deductions;
 
●
changes in share-based compensation; and
 
-21-
Table of Contents
 
 
●
changes in tax laws or the interpretation of such tax laws and changes in generally accepted accounting principles.
 
Any material increase in the taxes we owe could materially impact our financial results and results of operations.
 
Global economic, political, social and other conditions may continue to adversely impact our business and results of operations.
 
The beverage industry, and particularly those companies selling premium beverages like us, can be affected by macro-economic factors, including changes in national,
regional, and local economic conditions, unemployment levels and consumer spending patterns, which together may impact the willingness of consumers to purchase our products
as they adjust their discretionary spending. Adverse economic conditions may adversely affect the ability of our distributors to obtain the credit necessary to fund their working
capital needs, which could negatively impact their ability or desire to continue to purchase products from us in the same frequencies and volumes as they have done in the past. If
we experience similar adverse economic conditions in the future, sales of our products could be adversely affected, collectability of accounts receivable may be compromised and
we may face obsolescence issues with our inventory, any of which could have a material adverse impact on our operating results and financial condition.
 
Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our
financial results.
 
The United States generally accepted accounting principles and related pronouncements, implementation guidelines and interpretations with regard to a wide variety of
matters that are relevant to our business, such as, but not limited to, stock-based compensation, trade spend and promotions, and income taxes are highly complex and involve
many subjective assumptions, estimates and judgments by our management. Changes to these rules or their interpretation or changes in underlying assumptions, estimates or
judgments by our management could significantly change our reported results.
 
If we are unable to maintain effective disclosure controls and procedures and internal control over financial reporting, our stock price and investor confidence could be
materially and adversely affected.
 
We are required to maintain both disclosure controls and procedures and internal control over financial reporting that are effective. Because of their inherent limitations,
internal control over financial reporting, however well designed and operated, can only provide reasonable, and not absolute, assurance that the controls will prevent or detect
misstatements. Because of these and other inherent limitations of control systems, there is only the reasonable assurance that our controls will succeed in achieving their goals
under all potential future conditions. The failure of controls by design deficiencies or absence of adequate controls could result in a material adverse effect on our business and
financial results, which could also negatively impact our stock price and investor confidence.
 
There can be no assurance that our acquisitions, investments or expansions of scope of existing relationships will have a beneficial impact on our business, financial
condition and results of operations.
 
We have entered into and may in the future enter into additional acquisitions or investments with third parties that we believe will complement our existing business. Our
ability to complete acquisitions or investments is dependent upon, and may be limited by, the availability of suitable candidates and capital. In addition, acquisitions or
investments could present unforeseen integration or operational obstacles or costs, may not enhance our business, and/or may involve risks that could adversely affect us,
including by diverting significant amounts of management time from operations in order to pursue and complete such transactions or maintain such relationships. Future
acquisitions or investments could result in the incurrence of additional debt, costs and contingent liabilities, and there can be no assurance that future acquisitions or investments
will achieve, the expected benefits to our business or that we will be able to consummate future acquisitions or investments on satisfactory terms, or at all. Any of the foregoing
could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
 
In addition, future acquisitions by us could result in future issuances of shares of our common stock which may result in additional dilution of the percentage ownership
of our shareholders and could cause the trading price of our common stock to decline.
 
Risk Factors Relating to our Cannabis Business in Canada
 
Our plans to expand our cannabis operations may not be successful, which would have an adverse impact on our business, financial condition and results of operations.
 
Our strategy for growth in the cannabis industry is dependent on, among other things, our ability to partner with local licensed cannabis manufacturers to launch and
market THC/CBD-infused and/or cannabis-infused beverages, tinctures, edibles and other products in various provinces. Although we intend to devote significant financial and
other resources to expand our business to the production of cannabis-containing beverages and related products, these efforts may not be commercially successful or achieve the
desired results. Our financial results and our ability to maintain or improve our competitive position will depend on our ability to effectively gauge the direction of the cannabis
industry and successfully identify, develop, market and sell new or improved products and services in this changing marketplace. Our inability to successfully implement our
cannabis strategy could have a material adverse effect on our business, financial condition and results of operations.
 
The cannabis industry is an evolving industry and we must anticipate and respond to changes.
 
The cannabis industry is not yet well-developed, and many aspects of this industry’s development and evolution cannot be accurately predicted. While we have
attempted to identify any risks specific to the cannabis industry that would be applicable to our planned cannabis operations, you should carefully consider that there are other
risks that cannot be foreseen or are not described in this report, which could materially and adversely affect the development of our cannabis business and our future financial
performance. We expect that the cannabis market and our business will evolve in ways that are difficult to predict. Our long-term success will depend on our ability to successfully
adjust our strategy to meet the changing market dynamics. If we are unable to successfully adapt to changes in the cannabis industry, our operations could be adversely affected.
 
Risks Relating to Regulation and Compliance
 
Legislative or regulatory changes that affect our products, including new taxes, could reduce demand for products and/or increase our costs.
 
Taxes imposed on the sale of certain of our products by federal, state and local governments in the United States, or other countries in which we operate could cause

consumers to shift away from purchasing our beverages. Several municipalities in the United States have implemented or are considering implementing taxes on the sale of certain
"sugared” beverages, including non-diet soft drinks, fruit drinks, teas and flavored waters to help fund various initiatives. These taxes could materially affect our business and
financial results.
 
Our business is subject to many regulations and noncompliance may be costly.
 
The production, marketing and sale of our beverages, including contents, labels, caps and containers, are subject to the rules and regulations of various federal,
provincial, state and local health agencies. If a regulatory authority finds that a current or future product or production batch or "run” is not in compliance with any of these
regulations, we may be fined, or production may be stopped, which may adversely affect our financial condition and results of operations. Similarly, any adverse publicity
associated with any noncompliance may damage our reputation and our ability to successfully market our products. Furthermore, the rules and regulations that our business is
subject to are subject to change, and while we closely monitor developments in this area, we cannot anticipate whether changes in these rules and regulations will adversely impact
our business. Additional or revised regulatory requirements, whether labeling, environmental, tax or otherwise, could have a material adverse effect on our financial condition and
results of operations.
 
-22-
Table of Contents
 
Significant additional labeling or warning requirements may inhibit sales of affected products.
 
Various jurisdictions may seek to adopt significant additional product labeling or warning requirements relating to the chemical content or perceived adverse health
consequences of certain of our products. These types of requirements, if they become applicable to one or more of our products under current or future environmental or health
laws or regulations, may inhibit sales of such products. In California, a law requires that a specific warning appear on any product that contains a component listed by the state as
having been found to cause cancer or birth defects. This law recognizes no generally applicable quantitative thresholds below which a warning is not required. If a component
found in one of our products is added to the list, or if the increasing sensitivity of detection methodology that may become available under this law and related regulations as they
currently exist, or as they may be amended, results in the detection of an infinitesimal quantity of a listed substance in one of our beverages produced for sale in California, the
resulting warning requirements or adverse publicity could affect our sales.
 
Cannabis is a controlled substance in the United States and therefore subject to the Controlled Substances Act ("CSA”).
 
In the United States, cannabis is regulated at both the federal and state levels. To our knowledge, there are to date a total of 39 states, and the District of Columbia, that
have now passed legislation or legalized cannabis in some form, 24 of which have authorized its recreational use including California, Nevada, New York, New Jersey, and
Washington. Although several states allow the sale of cannabis at the state level, cannabis continues to be categorized as a controlled substance under the CSA and, as such,
cultivation, distribution, sale and possession of cannabis violates federal law in the United States. The inconsistency between federal and state laws and regulations may result in
a loss of the value of our investment in such business.
 
While state regulation in certain U.S. states may take a permissive approach to medical and/or adult-use of cannabis, the CSA may still be enforced by U.S. federal law
enforcement officials against individuals and companies operating in those states for activity that is legal under state law. If the U.S. Department of Justice opted to pursue a policy
of aggressively enforcing U.S. federal law against financiers or equity owners of cannabis-related businesses, then we could face (i) seizure of our cash and other assets used to
support or derived our cannabis business activities; and/or (ii) the arrest of its employees, directors, officers, managers and/or investors, who could face charges of ancillary
criminal violations of the CSA for aiding and abetting and conspiring to violate the CSA.
 
Violations of any federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil
proceedings initiated by either the federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities
or divestiture. This could have a material adverse effect on us, including our reputation and ability to conduct business, the listing of our securities on the CSE or other exchanges,
our financial position, operating results, profitability or liquidity or the market price of our listed securities. Overall, an investor’s contribution to and involvement in our activities
may result in federal civil and/or criminal prosecution, including forfeiture of his or her entire investment.
 
We operate in highly regulated industries where the regulatory environments are rapidly developing and we may not always succeed in complying fully with applicable
regulatory requirements in all jurisdictions where we carry on business.
 
Our business and activities are heavily regulated in all jurisdictions where we carry on business. Our operations are subject to various laws, regulations and guidelines by
governmental authorities (including, in Canada, Health Canada) and other federal, provincial, state and local regulatory agencies relating to, among other things, the cultivation,
manufacture, processing, marketing, labeling, packaging, management, transportation, distribution, import, export, storage, sale, pricing and disposal of cannabis, hemp and
cannabis-based products, and also including laws, regulations and guidelines relating to health and safety, insurance coverage, the conduct of operations and the protection of
the environment (including relating to emissions and discharges to water, air and land, and the handling and disposal of hazardous and non-hazardous materials and wastes). Our
operations may also be affected in varying degrees by government regulations with respect to, among other things, price controls, import or export controls, controls on currency
remittance, increased income taxes, restrictions on foreign investment and government policies rewarding contracts to local competitors or requiring domestic producers or
vendors to purchase supplies from a particular jurisdiction. Laws, regulations and guidelines, applied generally, grant government agencies and self-regulatory bodies broad
administrative discretion over our activities, including the power to limit or restrict business activities as well as impose additional disclosure requirements on our products and
services, as well as on our personnel (including management and the Board).
 
Achievement of our business objectives is contingent, in part, upon compliance with regulatory requirements enacted by these governmental authorities and obtaining all
necessary regulatory approvals for the cultivation, production, processing, storage, transportation, distribution, sale, import and export, as applicable, of our products. The
cannabis and hemp industries are still new, and in Canada, in particular, the Cannabis Act has no close precedent in Canadian law. The effect of relevant governmental authorities’
administration, application and enforcement of their respective regulatory regimes and delays in obtaining, or failure to obtain, necessary regulatory approvals may significantly
delay or impact the development of markets, products and sales initiatives and could have a material adverse effect on our business, financial condition, results of operations and
growth prospects. For example, in the U.S., registered federal trademark protection is only available for goods and services that can be lawfully used in interstate commerce; the
United States Patent and Trademark Office is not currently approving any trademark applications for cannabis, or certain goods containing hemp-derived cannabinoids (such as
dietary supplements and food) until the U.S. Food and Drug Administration ("FDA”) and the U.S. Department of Agriculture ("USDA”) provides clearer guidance on the
regulation of such products.
 
The regulatory environment for our products is rapidly developing, and the need to build and maintain robust systems to comply with different and changing regulations
in multiple jurisdictions increases the possibility that we may violate one or more applicable requirements. While we endeavor to comply with all relevant laws, regulations and
guidelines, any failure to comply with the regulatory requirements applicable to our operations could subject us to negative consequences, including, but not limited to, civil and
criminal penalties, damages, fines, the curtailment or restructuring of our operations, asset seizures, revocation or imposition of additional conditions on licenses to operate our
business, the denial of regulatory applications (including, in the U.S., by other regulatory regimes that rely on the positions of the U.S. Drug Enforcement Administration ("DEA”),
FDA and USDA in the application of their respective regimes), the suspension or expulsion from a particular market or jurisdiction or of our key personnel, or the imposition of
additional or more stringent inspection, testing and reporting requirements, any of which could have a material adverse effect on our business, financial condition, results of
operations and growth prospects. Additionally, scheduled or unscheduled inspections of our facilities or facilities of our third party suppliers, co-manufacturers, and distributors
by applicable regulatory agencies could result in adverse findings that could require significant remediation efforts and/or temporary or permanent shutdown of our facilities or
those of our third party suppliers. In the United States, failure to comply with FDA and USDA requirements (and analogous state agencies) may result in, among other things,
injunctions, product withdrawals, recalls, product seizures, fines and criminal prosecutions. The outcome of any regulatory or agency proceedings, investigations, inspections,
audits, and other contingencies could harm our reputation, require us to take, or refrain from taking, actions that could harm our operations or require us to pay substantial

amounts of money, harming our results of operations, financial condition and cash flows. Increasingly, communication and coordination among regulators has led in other
industries to coordinated responses to regulatory and licensure applications. To the extent that regulators coordinate responses to license applications and regulatory conditions,
limitations or denials of licenses in one jurisdiction may lead to denials in other jurisdictions. There can be no assurance that any pending or future regulatory or agency
proceedings, investigations, inspections and audits will not result in substantial costs or a diversion of management’s attention and resources, adversely impact our future growth
plans and opportunities or have a material adverse effect on our business, financial condition and results of operations.
 
If any part of our business activities are found to be in violation of any of federal, state, provincial or local laws or any other governmental regulations, in addition to the
items described above:
 
we may be subject to "Warning Letters,” untitled letters, fines, penalties, administrative sanctions, settlements, injunctions, product recalls and/or other enforcement
actions arising from civil, administrative or other proceedings initiated that could adversely affect our business, financial condition, operating results, liquidity, cash flow and
operational performance; the profits or revenues derived therefrom could be subject to anti-money laundering statutes, including the Money Laundering Control Act, which could
result in significant disruption to our business operations and involve significant costs, expenses or other penalties; and our suppliers, service providers and distributors may
elect, at any time, to breach, terminate or otherwise cease to participate in supply, distribution or other agreements, or other relationships, on which our operations rely.
 
-23-
Table of Contents
 
We may be subject to heightened scrutiny by regulatory authorities.
 
Any future investments, joint ventures or operations in the United States, may become the subject of heightened scrutiny by regulators, stock exchanges and other
authorities in Canada and/or the United States. As a result, we may be subject to significant direct and indirect interaction with public officials. There can be no assurance that this
heightened scrutiny will not in turn lead to the imposition of certain restrictions on our business.
 
Anti-money laundering and other banking laws and regulations may limit our ability to access financing and hamper our growth.
 
We are subject to a variety of domestic and international laws and regulations pertaining to money laundering, financial recordkeeping and proceeds of crime, including
the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended and the rules and regulations thereunder, the Criminal Code (Canada) and any
related or similar rules, regulations or guidelines, issued, administered or enforced by governmental authorities internationally.
 
In the event that any of our operations or investments, any proceeds thereof, any dividends or distributions therefrom, or any profits or revenues accruing from such
operations or investments are found to be in violation of money laundering legislation, such transactions may be viewed as proceeds of crimes under one or more of the statutes
noted above or any other applicable legislation. This could restrict or otherwise jeopardize our ability to declare or pay dividends, effect other distributions or subsequently
repatriate such funds back to Canada. Furthermore, while we have no current intention to declare or pay dividends in the foreseeable future, in the event that a determination was
made that proceeds obtained by us could reasonably be shown to constitute proceeds of crime, we may decide or be required to suspend declaring or paying dividends without
advance notice and for an indefinite period of time.
 
Any rescheduling of U.S. Schedule I cannabis to Schedule III would have an uncertain impact on our business.
 
In August 2023, the U.S. Department of Health and Human Services recommended that the DEA move marijuana from Schedule I to Schedule III under the CSA and on
May 16, 2024, the DEA issued a proposed rule to reclassify marijuana from its current classification as a Schedule I drug to a Schedule III drug. There can be no assurance that the
proposed DEA rule will go into effect in its present form or at all, and the impacts of any such adoption on our business and competitive position are unclear. For example,
rescheduling marijuana from Schedule I to Schedule III may be accompanied by additional regulatory obligations as prerequisite to participate in the U.S. market, and it may provide
a greater benefit to the businesses of our competitors than our business, including by providing favorable tax treatment to their U.S. operations. The rescheduling of marijuana
from Schedule I to Schedule III could result in significant volatility in the market for our common stock. To the extent that market speculation results in an increase in the price of
our common stock, the price of our common stock could decline significantly thereafter if the DEA fails to act on the recommendation or investor optimism fades.
 
Risk Factors Related to Our Common Stock
 
Our common stock is traded on the OTCQB Marketplace and the Canadian Stock Exchange, which may have an unfavorable impact on our stock price and liquidity.
 
Our stock is traded on the OTCQB in the United States and the Canadian Stock Exchange ("CSE”) in Canada. The OTCQB and CSE are significantly more limited markets
than national securities exchanges in the United States such as the New York Stock Exchange, or Nasdaq and there are lower financial or qualitative standards that a company must
meet to be listed on the OTCQB and CSE. Trading in our common stock on each of the OTCQB and the CSE may be subject to abuses, volatility and shorting, which may have little
to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. The Financial
Industry Regulatory Authority ("FINRA”), which has jurisdiction over the OTCQB, has adopted rules that require a broker-dealer to have reasonable grounds for believing an
investment is suitable for that customer when recommending an investment to a customer. FINRA believes that there is a high probability that speculative low-priced securities will
not be suitable for some customers and may make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may result in a limited ability
to buy and sell our stock.
 
The price of our common stock may be volatile, and a shareholder’s investment in our common stock could suffer a decline in value.
 
There has been significant volatility in the volume and market price of our common stock, and this volatility may continue in the future. The market price of our common
stock may be subject to wide fluctuations in response to a variety of factors, including the following:
 
●
quarterly variations in our operating results;
●
our issuance of new securities;
●
announcements about Company developments and initiatives;
●
failure to meet or exceed financial projections we provide to the public;
●
failure to meet or exceed the estimates and projections of the investment community;
●
changes in the market valuations of companies similar to ours;
●
announcements of significant acquisitions, strategic collaborations, joint ventures or capital commitments by us or our competitors;
●
additions or departures of key personnel;
●
sales of our common stock by us or our shareholders in the future;
●
trading volume of our common stock;
●
changes in analysts’ estimates affecting our Company, our competitors and/or our industry;
●
changes in the accounting methods used in or otherwise affecting our industry;
●
fluctuations in interest rates and the availability of capital in the capital markets;
●
addition or loss of significant customers, manufacturers, distributors or other business partners;
●
litigation involving us;
●
general trends relating to the beverage industry;
●
actions by governmental agencies;
●
general economic, industry and market conditions;

●
health epidemics and outbreaks or other natural or manmade disasters which could significantly disrupt our operations;
●
the other factors described in this "Risk Factors” section; and
●
events and circumstances beyond our control.
 
-24-
Table of Contents
 
Any of these factors may result in large and sudden changes in the volume and price at which our common stock will trade. In addition, the stock markets have
experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. If there is extreme market
volatility and trading patterns in our common stock, it may create several risks for investors, including the following:
 
●
the market price of our common stock may experience rapid and substantial increases or decreases unrelated to our actual or expected operating performance, financial
condition or prospects, which may make it more difficult for prospective investors to assess the rapidly changing value of our common stock;
●
if our future market capitalization reflects trading dynamics unrelated to our actual or expected operating performance, financial performance or prospects, purchasers of
our common stock could incur substantial losses as prices decline once the level of market volatility has abated; and
●
if the future market price of our common stock declines, investors may be unable to resell their shares at or above the price at which they acquired them.
 
We cannot assure you that the market of our common stock will not fluctuate or decline significantly in the future, in which case you could incur substantial losses.
 
Broad market and industry fluctuations, as well as general economic, political, regulatory and market conditions, may negatively affect the market price of our common
stock, regardless of our actual operating performance. In addition, shares of our common stock may be more thinly traded than securities of larger, more established beverage
companies and, as a result of this lack of liquidity, sales of relatively small quantities of shares of our common stock by our shareholders may disproportionately influence the price
of our common stock. The market price of our common stock may decline below the amount you invested, and you may lose some or all of your investment. Furthermore, a
prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. If we are unable to
raise the funds required for all of our planned operations and key initiatives, we may be forced to allocate funds from other planned uses, which may negatively impact our
business and operations, including our ability to develop new products and continue our current operations.
 
We could be subject to securities class action litigation.
 
In the past, securities class action litigation has been brought against companies following a decline in the market price of their securities. If we face such litigation, it
could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.
 
Future sales and issuances of our common stock, or securities convertible into or exercisable for our common stock, including pursuant to our equity incentive plans, could
result in additional dilution of the percentage ownership of our shareholders and could cause the trading price of our common stock to decline.
 
From time to time, we may issue additional shares of common stock or securities convertible into or exercisable for our common stock, in one or more transactions at prices
and in a manner we determine from time to time. We also expect to issue additional shares of our common stock to directors, officers, employees, and consultants pursuant to our
equity incentive plan. The issuance of these securities could dilute our shareholders’ ownership in our Company and may include terms that give new investors rights that are
superior to those of our current shareholders. Moreover, any issuances by us of equity securities may be at or below the prevailing market price of our common stock and in any
event may have a dilutive impact on our shareholders’ ownership interest, which could cause the market price of our common stock to decline.
 
Substantial future sales of our common stock, or the perception in the public markets that these sales may occur, could cause our share price to fall.
 
Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a
large number of shares of our common stock intend to sell shares, could reduce the trading price of our common stock and may make it more difficult for you to sell your common
stock at a time and price that you deem appropriate.
 
Unstable market and economic conditions and adverse developments with respect to financial institutions and associated liquidity risk may have serious adverse
consequences on our business, financial condition and stock price.
 
The global credit and financial markets have recently experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines
in consumer confidence, declines in economic growth, inflationary pressure and interest rate changes, increases in unemployment rates and uncertainty about economic stability.
The financial markets and the global economy may also be adversely affected by the current or anticipated impact of military conflict, including the conflict between Russia and
Ukraine, terrorism or other geopolitical events. Sanctions imposed by the United States and other countries in response to such conflicts, including the one in Ukraine, may also
adversely impact the financial markets and the global economy, and any economic countermeasures by the affected countries or others could exacerbate market and economic
instability. There can be no assurance that future credit and financial market instability and a deterioration in confidence in economic conditions will not occur. Our general
business strategy may be adversely affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market
conditions. If the equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions, it may cause short-term liquidity risk and also make any
necessary debt or equity financing more difficult, more costly and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a
material adverse effect on our growth strategy, financial performance and stock price and could require us to delay or abandon our business plans. In addition, there is a risk that
one or more of our current customers, distributors, manufacturers, financial institutions or other third parties with whom we do business may be adversely affected by the
foregoing risks, which may have an adverse effect on our business.
 
We do not intend to pay any cash dividends on our shares of common stock in the near future, so our shareholders will not be able to receive a return on their shares unless
they sell their shares.
 
We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common
stock in the foreseeable future. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such
dividend. Accordingly, investors must be prepared to rely on sales of their shares after price appreciation to earn an investment return, which may never occur.
 
Anti-takeover provisions in our charter documents and under Washington law could make an acquisition of us, which may be beneficial to our shareholders, difficult and
prevent attempts by our shareholders to replace or remove our current management.
 
Provisions in our Articles of Incorporation, as amended, Amended and Restated Bylaws and Washington law may delay or prevent an acquisition of us or a change in our
management. These provisions include a prohibition on shareholder actions by less than unanimous written consent, limitations on the ability of shareholders to call a special
meeting of shareholders and advance notice procedures with respect to the nomination of candidates for election as directors. In addition, because we are incorporated in
Washington, we are governed by the provisions of Chapter 23B.19 of the Washington Business Corporation Act, which, among other things, restricts the ability of shareholders
owning 10% or more of our outstanding voting stock from merging or combining with us. Although we believe these provisions collectively provide for an opportunity to receive
higher bids by requiring potential acquirers to negotiate with our board of directors, they would apply even if an offer may be considered beneficial by some shareholders. In
addition, these provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it difficult for shareholders to replace
members of our board of directors, which is responsible for appointing the members of our management.
 
We are a "smaller reporting company,” and the reduced disclosure requirements applicable to smaller reporting companies may make our common stock less attractive to

investors.
 
We are a "smaller reporting company” under applicable SEC rules, meaning that the market value of our common stock held by non-affiliates is less than $700.0 million and
our annual revenue was less than $100.0 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of
our stock held by non-affiliates is less than $250.0 million, or (ii) our annual revenue was less than $100.0 million during the most recently completed fiscal year and the market value
of our stock held by non-affiliates was less than $700.0 million. As a smaller reporting company, we may choose to present only the two most recent years of audited financial
statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure in our Annual Report on Form 10-K,
and we may take advantage of reduced disclosure obligations regarding executive compensation.
 
-25-
Table of Contents
 
General Risk Factors
 
If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our common
stock could be negatively affected.
 
Any trading market for our common stock may be influenced in part by any research reports that securities industry analysts publish about us. We do not currently have
and may never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of us, the market price and market trading volume of
our common stock could be negatively affected.
 
-26-
Table of Contents
 
ITEM 1B.
UNRESOLVED STAFF COMMENTS.
 
None.
 
ITEM 1C.
CYBERSECURITY
 
The Company has not adopted any formal cybersecurity risk management program or formal processes for assessing, identifying, and managing material risks from
cybersecurity threats. At the management level, our Chief Executive Officer and Chief Financial Officer are responsible for addressing cybersecurity incidents, while our full board
of directors has oversight responsibility for the Company’s overall risk management, including cybersecurity risk, and has not delegated oversight authority for cybersecurity risks
to any committee. In the event a cybersecurity incident occurs, the Company’s Chief Executive Officer and the Financial Officer are expected to inform our board of directors of the
details of such incident as well as the measures taken in response to such incident. In fiscal year 2024 we did not identify any cybersecurity threats that have materially affected or
are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
 
ITEM 2.
PROPERTIES.
 
On September 1, 2022, we entered into a membership/licensing agreement with Saltbox Inc. This agreement gives us right to our portion of a shared office and warehouse
facility in Seattle, WA. The structure of the agreement is a revocable license to access the office suite and warehouse. The relationship between Saltbox Inc. and Jones Soda is that
of a licensor and licensee only, and not a landlord-tenant or lessor-lessee relationship. The agreement does not give right, title, interest, easement, or lien in or to Saltbox Inc’s
business, the office suite and adjacent premises, or anything contained therein. The Company provided notice on February 28th, 2025 that it will exit the month to month agreement
as it found lower cost facilities.
 
We do not own any real property.
 
ITEM 3.
LEGAL PROCEEDINGS.
 
On March 25, 2024, our indirect wholly owned subsidiary, Mary Jones Michigan LLC ("MJM”), received a Notice of Claims for arbitration (the "Core Claim”) from Core for
an arbitration proceeding to be held in Columbus Ohio, unless otherwise agreed to by the parties. The Core Claim alleges that MJM breached the terms of the agreement entered
into between MJM and Core on August 24, 2023 (the "Core Agreement”). The Core Agreement provided that Core was to manufacture a line of Hemp derived Delta-9 THC craft
sodas for MJM. Previous to the Core Claim, MJM sent a Notice of Material Breaches by Core Manufacturing and Demand for Audit dated February 1, 2024, which claimed that
Core was in breach of its commitments under the Core Agreement. In the Core Claim, Core is seeking to enforce the break-up fee provision in the Core Agreement (which Core
calculates to be $7,220,357), as well as obtain other damages arising from MJM’s alleged failure to comply with the Core Agreement.
 
On June 10, 2024, MJM filed a legal claim against P3 Capital Partner LLC ("P3”), an entity related to Core, in the United States Court for the Western District of Michigan,
asserting fraud, conversion, and breach of contract in connection with a $155,700 deposit previous paid to P3 in connection with the license and manufacturing agreement between
MJM and P3 (the "P3 Litigation” and together with the Core Claim, the "Litigation Matters”).
 
In February 2025, a confidential settlement agreement was entered into between all the parties to the Litigation Matters, which has resulted in the settlement and/or
dismissal of both Litigation Matters.
 
Other than the above, we are not currently involved in any material legal proceedings. We may be involved from time to time in various claims and legal actions arising in
the ordinary course of business, including proceedings involving employee claims, contract disputes, product liability and other general liability claims, as well as trademark,
copyright, and related claims and legal actions. In the opinion of our management, the ultimate disposition of these matters will not have a material adverse effect on our
consolidated financial position, results of operations or liquidity.
 
ITEM 4.
MINE SAFETY DISCLOSURES.
 
Not applicable.
 
-27-
Table of Contents
 
PART II
 
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
 
Market Information
 

Our common stock currently trades on the OTCQB Marketplace (the "OTCQB”) in the United States under the symbol "JSDA” and on the Canadian Securities Exchange
in Canada under the symbol "JSDA.”
 
Holders
 
As of March 28, 2025, there were 115,867,659 shares of common stock issued and outstanding, held by approximately 243 holders of record, although there are a much
larger number of beneficial owners. The last reported sale price per share of our common stock on the OTCQB on March 28, 2025, was $0.2250.
 
Dividends
 
We have not paid any dividends on our shares of common stock, and we do not anticipate paying any dividends in the foreseeable future.
 
Equity Compensation Plans
 
See "Equity Compensation Plan Information” under "Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” for
information on our equity compensation plans.
 
Recent Sales of Unregistered Securities
 
None.
 
Issuer Purchases of Equity Securities
 
None.
 
ITEM 6.
[RESERVED].
 
-28-
Table of Contents
 
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
The following discussion of our financial condition and results of operations contains forward-looking statements that involve risks and uncertainties, such as
statements of our plans, objectives, expectations and intentions. As described at the beginning of this Annual Report on Form 10-K, our actual results could differ materially
from those anticipated in these forward-looking statements. Factors that could contribute to such differences include those discussed at the beginning of this Report, below in
this section and in the section above entitled "Risk Factors.” You should not place undue reliance on these forward-looking statements, which apply only as of the date of this
Report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect new information, events or circumstances after the date of
this Report, or to reflect the occurrence of unanticipated events. You should read the following discussion and analysis in conjunction with our consolidated financial
statements and the accompanying notes thereto included elsewhere in this Report.
 
Overview
 
We develop, produce, market and distribute premium beverages that we sell and distribute primarily in North America through our network of independent distributors
and directly to our national and regional retail accounts. We also sell premium soda beverage products in select international markets and license cannabis and hemp infused
beverages and syrups in several states. Our premium soda beverage products are sold primarily in grocery stores, convenience and gas stores, on fountain in restaurants, "up and
down the street” in independent accounts such as delicatessens, sandwich shops and burger restaurants, as well as through our national accounts with several large retailers. We
refer to our network of independent distributors as our direct store delivery ("DSD”) channel, and we refer to our national and regional accounts who receive shipments directly
from us as our direct to retail ("DTR”) channel. We do not directly manufacture any of our premium soda beverage products, but instead outsource the manufacturing process to
third-party contract manufacturers. We also sell various premium beverage soda products online, including soda with customized labels, wearables, candy and other items, and we
license our trademarks for use on products sold by other manufacturers. In addition, we currently market and license several cannabis and hemp infused beverages and syrups in
several states through third party manufacturers and distributors. We plan to expand our cannabis and hemp product offerings and the states and provinces in which we offer
such products.
 
Our Focus: Sales Growth
 
Our focus is sales growth through execution of the following key initiatives:
 
●
Expand the Jones Soda glass bottle business in existing and new sales channels;
 
 
 
●
Expand our sales in the health conscious modern soda market; and
 
 
 
●
Grow the new licensing revenue through Mary Jones product lines of Tetrahydrocannabinol (THC) and cannabidiol (CBD)-infused beverages, edibles, and other
related products;
 
Results of Operations
 
Years Ended December 31, 2024 and 2023
 
 
 
2024
  
2023
  
% Change
 
 
 
(Dollars in thousands)
  
(Dollars in thousands)
  
 
 
Revenue
 
$
19,155  
$
16,669  
 
14.91%
Cost of Goods Sold
 
 
(15,079)  
 
(11,814)  
 
27.64%
Gross Profit
 
 
4,076  
 
4,855  
 
(16.05%)
% of Revenue
 
 
21.28% 
 
29.13% 
 
  
 
Net Revenue
 
For the year ended December 31, 2024, our net revenue was approximately $19.2 million, representing an increase of $2.5 million, or 14.9%, compared to approximately $16.7
million in revenue for the year ended December 31, 2023. This growth in net sales revenue was primarily driven by a higher beverage segment sales volume of 15% growth year
over year and 9% growth in our Cannabis (THC) business in the US and Canada. The percentage of our revenues generated in Canada for 2024 and 2023 was 18% and 18%,
respectively.
 
For the year ended December 31, 2024, trade spending and promotional allowances, which reduced our gross revenue from product sales, totaled approximately $4.1

million. This represents an increase of approximately $2.5 million, or 156%, compared to approximately $1.6 million for the year ended December 31, 2023. This increase was mainly
attributable to promotional and pricing programs related to Mary Jones products and core Jones Soda sales in Canada, mostly due to the transition to a new distributor in Canada.
 
Gross Profit
 
For the year ended December 31, 2024, gross profit decreased by $0.8 million, or 16.1%, to approximately $4.1 million compared to approximately $4.9 million for the year
ended December 31, 2023, driven by one time inventory impairment charges of $1.2 million in the fourth quarter of 2024 due to slow moving new products launched in 2024. The
Company launched several innovative products in 2024, some of which have been slow moving in the Mary Jones (Adult Beverages market) and one in its Core soda business. As
a result for the year ended December 31, 2024, gross margin decreased to 21.3% from 29.1% for the year ended December 31, 2023. The impairment charges discussed above
reduced gross margin by 6.5% in 2024. The Company has subsequently rationalized its product set and is focused on smaller production runs on a focused product set for its core
soda business, the modern soda category and the adult beverages category.
 
-29-
Table of Contents
 
Selling and Marketing Expenses
 
Selling and marketing expenses for the year ended December 31, 2024, were approximately $6.1 million, an increase of $1.7 million, or 39.5%, from approximately $4.4 million
for the year ended December 31, 2023. This increase was primarily driven by higher online marketing expenditure for both the Jones Soda and Mary Jones brands. Additionally, we
expanded our marketing initiatives with companies involved in action sports, including an agreement with Thrill One Sports & Entertainment, in the year ended December 31, 2024,
which did not occur in the year ended December 31, 2023.
 
As a result, selling and marketing expenses as a percentage of revenue increased to 31.9% in the year ended December 31, 2024, from 26.3% in the year ended December
31, 2023. We intend to manage selling and marketing expenses with our working capital resources and it is a major management focus to reduce this % of revenue in the coming
quarters.
 
General and Administrative Expenses
 
General and administrative expenses for the year ended December 31, 2024 were approximately $7.9 million, an increase of $2.5 million, or 46.9%, compared to approximately
$5.4 million for the year ended December 31, 2023. This increase was primarily a result of increased legal and regulatory expenditures related to our Mary Jones business and the
Litigation Matters. In addition, there was increased travel expenditures related to the development of a new supply chain and meeting with sponsorship partners. In February 2025,
a confidential settlement agreement was entered into between all the parties to the Litigation Matters, which has resulted in the settlement and/or dismissal of both Litigation
Matters. In addition, the Company is focused on reducing travel expenses in 2025. General and administrative expenses as a percentage of revenue increased to 41.1% for the year
ended December 31, 2024, from 32.1% for the year ended December 31, 2023. We intend to carefully manage general and administrative expenses in line with our working capital
resources and it is a major management focus to reduce this % of revenue in the coming quarters.
 
Other income (expense)
 
We earned approximately $22,000 of interest income for the year ended December 31, 2024, compared to $52,000 for the year ended December 31, 2023. We incurred $11,000
in interest expenses for the year ended December 31, 2024 compared to nil for the year ended December 31, 2023.
 
Income Tax Expense
 
We had income tax expense of approximately $25,000 and $33,000 for the years ended December 31, 2024 and 2023, respectively, primarily related to the tax provision on
income from our Canadian operations. We have not recorded any tax benefit for the loss in our U.S. operations as we have recorded a full valuation allowance on our U.S. net
deferred tax assets. We expect to continue to record a full valuation allowance on our U.S. net deferred tax assets until we sustain an appropriate level of taxable income through
improved U.S. operations. Our effective tax rate is based on recurring factors, including the overall consolidated pretax loss, state and foreign income taxes, forecasted mix of
income before taxes in various jurisdictions, estimated permanent differences and the recording of a full valuation allowance on our U.S. net deferred tax assets.
 
Net Loss
 
Net loss for the year ended December 31, 2024 increased to approximately $9.9 million from a net loss of $4.9 million for the year ended December 31, 2023 or an increase of
$5 million. The majority of the increase in net loss in 2024 compared to 2023 was primarily driven by inventory impairment charges of $1.2 million discussed above, increased sales
and marketing expenditures of $1.7 million and increased legal and travel costs of $1.5 million. The Company is focused on tighter management of inventory, legal and sales and
marketing expenditures in 2025.
 
-30-
Table of Contents
 
Liquidity and Capital Resources
 
As of December 31, 2024 and 2023, we had cash and cash-equivalents of approximately $1.5 million and $3.9 million, respectively, and working capital of approximately $2.0
million and $7.2 million, respectively. Net cash used in operations during fiscal years 2024 and 2023 totaled approximately $5.9 million and $3.8 million, respectively. The $2.3 million
increase in cash used in operations in fiscal 2024, was driven by an increase in net loss after adjusting for non-cash items of $3.7 compared to the prior year which was offset by an
increase in cash generated from non cash working capital of $1.7 million compared to the prior year. We incurred a net loss of approximately $9.9 million for the year ended
December 31, 2024 compared to a net loss of approximately $4.9 million for the year ended December 31, 2023. Our accumulated deficit increased to $92.9 million as of December 31,
2024 compared to an accumulated deficit of $83.1 million as of December 31, 2023.
 
For the year ended December 31, 2024, net cash inflow from financing activities totaled approximately $3.7 million, compared to a net cash outflow of $0.2 million during the
year ended December 31, 2023. During 2024, the Company completed a private placement offering, resulting in net cash proceeds of $3.6 million (Note 7), net proceeds from the
revolving credit facility of $0.3 million and $0.1 million proceeds received from the exercise of warrants and options. This was offset by repayment on the insurance financing
agreement amounting to $0.2 million and withholding taxes related to the RSUs of $0.2 million. The cash outflow in 2023 was primarily due to repayments on our insurance financing
agreement, partially offset by proceeds received from the exercise of outstanding warrants.
 
We have experienced recurring losses from operations and negative cash flows from operating activities. These factors raise substantial doubt regarding the Company’s
ability to continue as a going concern. To address this issue, the Company recently changed its senior leadership and is focusing on reducing its operating expenses while bring
products to market with higher margins and potentially higher customer demand. Additionally, on February 5, 2025, the Company, through a wholly-owned subsidiary (the
"Subsidiary”), entered into loan agreement (the "Loan Agreement”) with Two Shores Capital Corp, pursuant to which the Subsidiary may borrow a maximum aggregate amount of
up to $5,000,000, subject to satisfaction of certain conditions. All advances drawn under the Loan Agreement will bear interest at a rate of 13.75% per annum and all present and
future obligations of the Subsidiary arising under the Loan Agreement are secured by a first priority security interest in all of the assets of the Company, the Subsidiary and the
Company’s other United States subsidiaries. The Loan Agreement replaces the $2 million revolving credit facility entered into by the Company in March 2024 (the "2024 Credit
Facility”). The borrowing base under the Loan Agreement expands the assets that can be financed against from only accounts receivable under the 2024 Credit Facility to accounts
receivable, inventory and customer purchase orders.

 
Based on management’s current operating plan, the Company believes its cash on hand, projected cash generated from product sales and funds received from under the
Loan Agreement are sufficient to fund the Company’s operations for a period of at least 12 months subsequent to the issuance of the accompanying Consolidated Financial
Statements. There is no assurance that management’s current operating plan will be successful.
 
Seasonality
 
Our sales are seasonal and we experience fluctuations in quarterly results as a result of many factors. We historically have generated a greater percentage of our revenues
during the warm weather months of April through September. Sales may fluctuate materially on a quarter-to-quarter basis or an annual basis when we launch a new product or fill
the "pipeline” of a new distribution partner or a large retail partner. Sales results may also fluctuate based on the number of stock keeping units ("SKUs”) selected or removed by
our distributors and retail partners through the normal course of serving consumers in the dynamic, trend-oriented beverage industry. As a result, management believes that
period-to-period comparisons of results of operations are not necessarily meaningful and should not be relied upon as any indication of future performance or results expected for
the fiscal year.
 
-31-
Table of Contents
 
Critical Accounting Policies and Estimates
 
The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates
based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different
assumptions or conditions, or if management made different judgments or utilized different estimates. Many of our estimates or judgments are based on anticipated future events or
performance, and as such are forward-looking in nature, and are subject to many risks and uncertainties, including those discussed below and elsewhere in this Report. We do not
undertake any obligation to update or revise this discussion to reflect any future events or circumstances.
 
There are certain critical accounting estimates that we believe require significant judgment in the preparation of our consolidated financial statements. We have identified
below our accounting policies that we use in arriving at key estimates that we consider critical to our business operations and the understanding of our results of operations. This
is not a complete list of all of our accounting policies, and there may be other accounting policies that are significant to us. For a detailed discussion on the application of these
and our other accounting policies, see Note 1 to Consolidated Financial Statements of this Report.
 
Revenue Recognition
 
We recognize revenue under Accounting Standards Codification ("ASC”) 606, Revenue from Contracts with Customers ("ASC 606”). The core principle of the revenue
standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the
Company expects to be entitled in exchange for those goods or services. We only apply the five-step model (as described in Note 1 to the Consolidated Financial Statements of
this Report) to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods and services transferred to the customer.
 
Inventory
 
We hold raw materials and finished goods inventories, which are manufactured and procured based on our sales forecasts. We value inventory at the lower of cost or net
realizable value and include adjustments for estimated obsolete or excess inventory, on a first in-first out basis. These valuations are subject to customer acceptance, planned and
actual product changes, demand for the particular products, and our estimates of future realizable values based on these forecasted demands. We regularly review inventory detail
to determine whether a write-down is necessary. We consider various factors in making this determination, including recent sales history and predicted trends, industry market
conditions and general economic conditions. The amount and timing of write-downs for any period could change if we make different judgments or use different estimates. We also
determine whether a provision for obsolete or excess inventory is required on products that are over 12 months from production date or any changes related to market conditions,
slow-moving inventory or obsolete products.
 
Trade Spend and Promotion Expenses
 
Throughout the year, we run trade spend and promotional programs with distributors and retailers to help promote on- shelf discounts to our consumers.
 
Additionally, in more limited instances, we enter into customer marketing agreements or various other slotting arrangements. The provisions for discounts, slotting fees and
promotion allowances are recorded as an offset to revenue and shown net on the consolidated statements of operations. Estimates are made to accrue for amounts that have not
yet been invoiced in the month that the program occurs, or in the case of slotting, when the commitment is made.
 
Income Taxes
 
We establish income tax liabilities to remove some or all of the income tax benefit of any of our income tax positions based upon one of the following:
 
 
●
the tax position is not "more likely than not” to be sustained,
 
●
the tax position is "more likely than not” to be sustained, but for a lesser amount, or
 
●
the tax position is "more likely than not” to be sustained, but not in the financial period in which the tax position was originally taken.
 
Our liability for uncertain tax positions contains uncertainties because management is required to make assumptions and to apply judgment to estimate the exposures
associated with our various tax positions.
 
Our income tax returns, like those of most companies, are periodically audited by domestic and foreign tax authorities. These audits include questions regarding our tax
positions, including the timing and amount of deductions and the allocation of income among various tax jurisdictions. As these audits progress, events may occur that cause us
to change our liability for uncertain tax positions. To the extent we prevail in matters for which a liability for uncertain tax positions has been established, or are required to pay
amounts in excess of our established liability, our effective tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement generally would
require use of our cash and may result in an increase in our effective tax rate in the period of resolution. A favorable tax settlement may be recognized as a reduction in our effective
tax rate in the period of resolution.
 
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
Not applicable.
 
-32-
Table of Contents
 

ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
 
 
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 52)
 
34
Consolidated Financial Statements:
 
36
Consolidated Balance Sheets as of December 31, 2024 and 2023
 
36
Consolidated Statements of Operations for the years ended December 31, 2024 and 2023
 
37
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024 and 2023
 
38
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024 and 2023
 
39
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023
 
40
Notes to Consolidated Financial Statements
 
41
 
-33-
Table of Contents
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Shareholders and Board of Directors of Jones Soda Co.
 
Opinion on the Consolidated Financial Statements
 
We have audited the accompanying consolidated balance sheets of Jones Soda Co. and its subsidiaries (the "Company”) as of December 31, 2024 and 2023 and the related
consolidated statements of operations, comprehensive loss, shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the
"consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting
principles generally accepted in the United States of America.
 
Basis for Opinion
 
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
 
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
Critical Audit Matters
 
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be
communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as
a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it
relates.
 
 
-34-
Table of Contents
 
Promotional Allowances:
 
As described in Note 1 to the consolidated financial statements, the Company’s revenue is recorded net of promotional allowances. The recognition of these promotional
allowances requires the Company to make estimates regarding the volume of sales, cost of the promotional allowances, and amount of the promotional allowances that are expected
to be redeemed. These estimates are made using various information including historical and forecasted data. Significant judgment is exercised by the Company in determining the
promotional allowances accrual and includes the following:
 
●
Determination of the completeness of the various promotional allowances with customers and the forecasted sales volume for the period.
 
 
 
●
Assessing the estimate of promotional allowances that are expected to be redeemed subsequent to period end.
 
The primary procedures we performed to address this critical audit matter included the following:
 
●
We selected a sample of promotional allowance claims and performed the following procedures:
 
○
Obtained and tested the source documents for each selection, including promotional campaign and other documents that were part of the agreement to
identify significant terms.
 
 
 

○
Traced a sample of promotional allowance claims to a listing of promotional campaigns during the period for completeness. Assessed the terms in the
promotional campaign and evaluated the appropriateness of management’s application of their accounting policies, along with their use of estimates, in the
determination of promotional allowance conclusions.
 
●
We analyzed the customer base and historical promotional allowances offered to customers.
 
 
 
●
We evaluated the reasonableness and accuracy of management’s judgements and estimates used in accounting for promotional allowances. This included testing
management’s estimate of calculating expected claims based on historical data, comparing the estimate to revenue in the current period, comparing current
promotional offer redemptions to historical estimates, and comparing actual promotional allowances applied subsequent to December 31, 2024 to the promotional
allowance accrual as of December 31, 2024.
 
/s/ Berkowitz Pollack Brant Advisors + CPAs
 
We have served as the Company’s auditor since 2023.
 
New York, New York
 
March 31, 2025
 
-35-
Table of Contents
 
JONES SODA CO.
 
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
 
 
 
December 31, 2024
  
December 31, 2023
 
ASSETS
 
 
   
 
  
Current assets:
 
 
   
 
  
Cash and cash equivalents
 
$
1,533  
$
3,867 
Accounts receivable, net of allowance of $77 and $260, respectively
 
 
2,162  
 
2,118 
Inventories, net
 
 
3,538  
 
2,392 
Prefunded insurance premiums from financing
 
 
199  
 
357 
Prepaid expenses and other current assets
 
 
948  
 
861 
Total current assets
 
 
8,380  
 
9,595 
Other assets
 
 
35  
 
174 
Fixed assets, net of accumulated depreciation of $422 and $366, respectively
 
 
108  
 
137 
Total assets
 
$
8,523  
$
9,906 
 
 
 
   
 
  
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
   
 
  
Current liabilities:
 
 
   
 
  
Accounts payable
 
$
3,404  
$
716 
Accrued expenses
 
 
2,473  
 
1,283 
Revolving credit facility
 
 
291  
 
- 
Insurance premium financing
 
 
199  
 
357 
Total current liabilities
 
 
6,367  
 
2,356 
Total liabilities
 
 
6,367  
 
2,356 
Commitments and contingencies (Note 9)
 
 
  
 
  
Shareholders’ equity:
 
 
   
 
  
Common stock, no par value:
 
 
   
 
  
Authorized — 800,000,000 issued and outstanding shares — 115,865,227 shares and 101,258,135 shares,
respectively
 
 
94,883  
 
90,273 
Accumulated other comprehensive income
 
 
222  
 
331 
Accumulated deficit
 
 
(92,949)  
 
(83,054)
Total shareholders’ equity
 
 
2,156  
 
7,550 
Total liabilities and shareholders’ equity
 
$
8,523  
$
9,906 
 
See accompanying notes to consolidated financial statements.
 
-36-
Table of Contents
 
JONES SODA CO.
 
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
 
 
 
Year ended December 31,
 
 
 
2024
  
2023
 
Net Revenue
 
$
19,155  
$
16,669 
Cost of goods sold
 
 
(15,079)  
 
(11,814)
Gross profit
 
 
4,076  
 
4,855 
Operating expenses:
 
 
   
 
  
Selling and marketing
 
 
6,108  
 
4,378 
General and administrative
 
 
7,866  
 
5,355 
Total operating expenses
 
 
13,974  
 
9,733 
Loss from operations
 
 
(9,898)  
 
(4,878)
Other income (expenses):
 
 
   
 
  
Interest income
 
 
22  
 
52 
Interest expense
 
 
(11)  
 
- 

Other income (expense), net
 
 
17  
 
5 
Total other income (expense)
 
 
28  
 
57 
Loss before income taxes
 
 
(9,870)  
 
(4,821)
Income tax provision
 
 
(25)  
 
(33)
Net loss
 
$
(9,895)  
$
(4,854)
 
 
 
   
 
  
Net loss per share - basic and diluted
 
$
(0.09)  
$
(0.05)
Weighted average common shares outstanding - basic and diluted
 
 
107,481,563  
 
100,922,834 
 
See accompanying notes to consolidated financial statements.
 
-37-
Table of Contents
 
JONES SODA CO.
 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands, except per share data)
 
 
 
Year ended December 31,
 
 
 
2024
  
2023
 
Net loss
 
$
(9,895)  
$
(4,854)
Other comprehensive (loss) income
 
 
   
 
  
Foreign currency translation adjustment
 
 
(109)  
 
44 
Total comprehensive loss
 
$
(10,004)  
$
(4,810)
 
See accompanying notes to consolidated financial statements
 
-38-
Table of Contents
 
JONES SODA CO.
 
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Years Ended December 31, 2024 and 2023 (In thousands, except share data)
 
 
 
Common Stock
  
Accumulated
Other
Comprehensive   
Accumulated
  
Total
Shareholders’
 
 
 
Number
  
Amount
  
Income
  
Deficit
  
Equity
 
Balance as of December 31, 2022
 
 
100,263,135  
$
89,680  
$
$287  
$
(78,200)  
$
11,767 
Stock-based compensation
 
 
1,275,000  
 
694  
 
-  
 
-  
 
694 
Shares withheld for taxes upon RSU vesting
 
 
(480,000)  
 
(110)  
 
-  
 
-  
 
(110)
Exercise of Pinestar Warrants
 
 
200,000  
 
9  
 
-  
 
-  
 
9 
Net loss
 
 
-  
 
-  
 
-  
 
(4,854)  
 
(4,854)
Other comprehensive gain
 
 
-  
 
-  
 
44  
 
-  
 
44 
Balance as of December 31, 2023
 
 
101,258,135  
 
90,273  
 
331  
 
(83,054)  
 
7,550 
Stock-based compensation
 
 
3,397,959  
 
1,078  
 
-  
 
-  
 
1,078 
Shares withheld for taxes upon RSU vesting
 
 
(909,493)  
 
(150)  
 
-  
 
-  
 
(150)
Exercise of Pinestar Warrants
 
 
974,808  
 
44  
 
-  
 
-  
 
44 
Private Placement Offering, net of issuance costs
 
 
11,010,000  
 
3,601  
 
-  
 
-  
 
3,601 
Exercise of Stock Options
 
 
136,250  
 
37  
 
-  
 
-  
 
37 
Net loss
 
 
-  
 
-  
 
-  
 
(9,895)  
 
(9,895)
Other comprehensive loss
 
 
-  
 
-  
 
(109)  
 
-  
 
(109)
Balance as of December 31, 2024
 
 
115,867,659  
$
94,883  
$
222  
$
(92,949)  
$
2,156 
 
See accompanying notes to consolidated financial statements.
 
-39-
Table of Contents
 
JONES SODA CO.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except share data)
 
 
 
Year ended December 31,
 
 
 
2024
  
2023
 
OPERATING ACTIVITIES:
 
 
   
 
  
Net loss
 
$
(9,895)  
$
(4,854)
Adjustments to reconcile net loss to net cash flows used in operating activities:
 
 
   
 
  
Depreciation and amortization
 
 
56  
 
63 
Stock-based compensation
 
 
1,078  
 
694 
Change in allowance for credit losses
 
 
(183)  
 
150 
Write-off of obsolete inventory
 
 
1,223  
 
- 
Changes in operating assets and liabilities:
 
 
   
 
  
Accounts receivable
 
 
103  
 
906
Inventories
 
 
(2,391)  
 
237 
Prefunded insurance premiums from financing
 
 
158  
 
255 
Prepaid expenses and other current assets
 
 
(89)  
 
(261)
Other assets
 
 
139  
 
(174)

Accounts payable
 
 
2,693  
 
(354)
Accrued expenses
 
 
1,213  
 
(470)
Taxes payable
 
 
-  
 
(11)
Net cash used in operating activities
 
 
(5,895)  
 
(3,819)
 
 
 
   
 
  
INVESTING ACTIVITIES:
 
 
   
 
  
Purchase of fixed assets
 
 
(27)  
 
(73)
Net cash used in investing activities
 
 
(27)  
 
(73)
 
 
 
   
 
  
FINANCING ACTIVITIES:
 
 
   
 
  
Net cash from revolving credit facility
 
 
291  
 
- 
Proceeds from the exercise of Pinestar Warrants
 
 
44  
 
9 
Repayments on insurance financing
 
 
(158)  
 
(255)
Proceeds from the exercise of stock options
 
 
37  
 
- 
Net Proceeds from Private Placement Offering
 
 
3,601  
 
- 
Payment of taxes on RSU withholding
 
 
(150)  
 
- 
Net cash provided by (used in) financing activities
 
 
3,665  
 
(246)
 
 
 
   
 
  
Net change in cash and cash equivalents
 
 
(2,257)  
 
(4,138)
Effect of exchange rate changes on cash
 
 
(77)  
 
34 
Cash and cash equivalents, beginning of year
 
 
3,867  
 
7,971 
Cash and cash equivalents, end of year
 
$
1,533  
$
3,867 
 
 
 
   
 
  
Supplemental disclosure:
 
 
   
 
  
Cash paid during the year for:
 
 
   
 
  
Interest
 
$
11  
$
- 
Income taxes
 
$
-  
$
35 
 
See accompanying notes to consolidated financial statements.
 
-40-
Table of Contents
 
JONES SODA CO.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2024 and 2023
 
1.
Nature of Operations and Summary of Significant Accounting Policies
 
Jones Soda Co. develop, produce, market and distribute premium beverages that we sell and distribute primarily in the United States and Canada through our network of
independent distributors and directly to our national and regional retail accounts. We also sell products in select international markets. Our products are sold in grocery stores,
convenience and gas stores, on fountain in restaurants, "up and down the street” in independent accounts such as delicatessens, sandwich shops and burger restaurants, as well
as through our national accounts with several large retailers. We refer to our network of independent distributors as our direct store delivery ("DSD”) channel, and we refer to our
national and regional accounts who receive shipments directly from us as our direct to retail ("DTR”) channel. We do not directly manufacture our products, but instead outsource
the manufacturing process to third-party contract manufacturers. We also sell various products online, including soda with customized labels, wearables, candy and other items,
and we license our trademarks for use on products sold by other manufacturers. In addition, during 2022, we developed and began to license THC infused cannabis products under
the "Mary Jones” brand name in various U.S. states that permitted the sale of THC infused products. We also have a royalty-free license in perpetuity to intellectual property
related to Mary Jones for us to license Mary Jones products for use only in Canada.
 
We are a Washington corporation and have the following subsidiaries: Jones Soda Co. (USA) Inc., Jones Soda (Canada) Inc Mary Jones Holdings Inc., Mary Jones
California, LLC, Mary Jones Michigan LLC, Pinestar Gold Inc. Mary Jones Washington LLC, Mary Jones Beverage LLC, Mary Jones Beverage (Michigan,) LLC Mary Jones
Beverage (Canada) Inc. and Mary Jones Holdco 2, Inc. (collectively, the Subsidiaries).
 
Basis of presentation and consolidation
 
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
(GAAP) and the Securities and Exchange Commission (SEC) rules and regulations applicable to financial reporting. The consolidated financial statements include our accounts and
accounts of our wholly owned subsidiaries. All intercompany transactions between us and our subsidiaries have been eliminated in consolidation.
 
Liquidity
 
As of December 31, 2024 and 2023, we had cash and cash-equivalents of approximately $1.5 million and $3.9 million, respectively, and working capital of approximately $2.0
million and $7.2 million, respectively. Net cash used in operations during fiscal years 2024 and 2023 totaled approximately $5.9 million and $3.8 million, respectively. The $2.3 million
increase in cash used in operations in fiscal 2024, was driven by an increase in net loss after adjusting for non-cash items of $3.7 compared to the prior year which was offset by an
increase in cash generated from non cash working capital of $1.7 million compared to the prior year. We incurred a net loss of approximately $9.9 million for the year ended
December 31, 2024 compared to a net loss of approximately $4.9 million for the year ended December 31, 2023. Our accumulated deficit increased to $92.9 million as of December 31,
2024 compared to an accumulated deficit of $83.1 million as of December 31, 2023.
 
For the year ended December 31, 2024, net cash inflow from financing activities totaled approximately $3.7 million, compared to a net cash outflow of $0.2 million during the
year ended December 31, 2023. During 2024, the Company completed a private placement offering, resulting in net cash proceeds of $3.6 million (Note 7), net proceeds from the
revolving credit facility of $0.3 million and $0.1 million proceeds received from the exercise of warrants and options. This was offset by repayment on the insurance financing
agreement amounting to $0.2 million and withholding taxes related to the RSUs of $0.2 million. The cash outflow in 2023 was primarily due to repayments on our insurance financing
agreement, partially offset by proceeds received from the exercise of outstanding warrants.
 
We have experienced recurring losses from operations and negative cash flows from operating activities. These factors raise substantial doubt regarding the Company’s
ability to continue as a going concern. To address this issue, the Company recently changed its senior leadership and is focusing on reducing its operating expenses while bring
products to market with higher margins and potentially higher customer demand. Additionally, on February 5, 2025, the Company, through a wholly-owned subsidiary (the
"Subsidiary”), entered into loan agreement (the "Loan Agreement”) with Two Shores Capital Corp, pursuant to which the Subsidiary may borrow a maximum aggregate amount of
up to $5,000,000, subject to satisfaction of certain conditions. All advances drawn under the Loan Agreement will bear interest at a rate of 13.75% per annum and all present and
future obligations of the Subsidiary arising under the Loan Agreement are secured by a first priority security interest in all of the assets of the Company, the Subsidiary and the
Company’s other United States subsidiaries. The Loan Agreement replaces the $2 million revolving credit facility entered into by the Company in March 2024 (the "2024 Credit

Facility”). The borrowing base under the Loan Agreement expands the assets that can be financed against from only accounts receivable under the 2024 Credit Facility to accounts
receivable, inventory and customer purchase orders.
 
Based on management’s current operating plan, the Company believes its cash on hand, projected cash generated from product sales and funds received from under the
Loan Agreement are sufficient to fund the Company’s operations for a period of at least 12 months subsequent to the issuance of the accompanying Consolidated Financial
Statements. There is no assurance that management’s current operating plan will be successful.
 
-41-
Table of Contents
 
Use of estimates
 
The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amounts of assets
and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during
the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, inventory valuation, depreciable lives and valuation of capital
assets, accounts receivable credit loss reserve, trade promotion liabilities, stock-based compensation expense, valuation allowance for deferred income tax assets, contingencies,
and forecasts supporting the going concern assumption and related disclosures. Actual results could differ from those estimates.
 
Cash and cash equivalents
 
We consider all highly liquid short-term investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents.
 
Fair value measurements
 
Applicable accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date (an exit price). We measure our assets and liabilities using inputs from the following three levels of the fair value hierarchy: Level 1 inputs are
unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date, Level 2 inputs include quoted prices for
similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are
observable for the asset or liability, and inputs that are derived principally from or corroborated by market data by correlation or other means, and Level 3 includes unobservable
inputs that reflect assumptions about what factors market participants would use in pricing the asset or liability and are developed based on the best information available,
including our own data.
 
The carrying amounts for cash and cash equivalents, receivables, and payables approximate fair value due to the short-term maturity of these instruments.
 
Accounts receivable
 
Our accounts receivable balance primarily includes balances from trade sales to distributors and retail customers. The allowance for credit losses is our best estimate of
the amount of probable credit losses in our existing accounts receivable. We determine the allowance for credit losses based primarily on current trends and estimates. The
Company reserves a percentage of trade receivable balance based on collection history and current economic trends that the Company expects will impact the level of credit losses
over the life of the receivables. These reserves are re-evaluated on a regular basis and adjusted as needed. Once a receivable is deemed to be uncollectible, such balance is charged
against the reserve. Allowances for credit losses of approximately $0.1 million and $0.3 million as of December 31, 2024 and 2023, respectively, are netted against accounts
receivable. Changes in accounts receivable are primarily due to the timing and magnitude of orders of products, the timing of when control of products is transferred to distributors
and the timing of cash collections.
 
Activity in the allowance for credit losses consists of the following for the years ended December 31 (in thousands):
 
 
 
2024
  
2023
 
Beginning of year
 
$
260  
$
110 
Net charges to credit loss
 
 
133  
 
259 
Write-offs
 
 
(316)  
 
(109)
End of year
 
$
77  
$
260 
 
As of December 31, 2024, one customer accounted for approximately 10.2% of our accounts receivable, whereas as of December 31, 2023, no individual customer
represented a material concentration of our accounts receivable.
 
-42-
Table of Contents
 
Inventories
 
Inventories consist of raw materials and finished goods and are stated at the lower of cost or net realizable value and include adjustments for estimated obsolete or excess
inventory. Cost is based on actual cost on a first-in first-out basis. Raw materials that will be used in production in the next twelve months are recorded in inventory. The
provisions for obsolete or excess inventory are based on estimated forecasted usage of inventories. A significant change in demand for certain products as compared to forecasted
amounts may result in recording additional provisions for obsolete inventory. Provisions for obsolete or excess inventory are recorded as cost of goods sold and totaled $1.2
million and $0.1 million for the years ended December 31, 2024 and 2023, respectively.
 
Fixed assets
 
Fixed assets are recorded at cost less accumulated depreciation and are depreciated on the declining balance basis over the estimated useful lives of the assets as follows:
 
Asset
 
Rate
 
Equipment
 
 
20% to 30% 
Vehicles and office and computer equipment
 
 
30%
 
Impairment of long-lived assets
 
Long-lived assets, which include fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected
to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets. Long-lived assets are grouped at the lowest level for which there are identifiable cash flows when evaluating for impairment. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
 

For the years ended December 31, 2024, and 2023, the Company recorded no impairment loss related to these assets.
 
Foreign currency translation
 
The functional currency of our Canadian subsidiary is the Canadian dollar. We translate assets and liabilities related to these operations to U.S. dollars at the exchange
rate in effect at the date of the consolidated balance sheet; we convert revenues and expenses into U.S. dollars using the average monthly exchange rates. Translation gains and
losses are reported as a separate component of accumulated other comprehensive income. Transaction gains and losses arising from the transactions denominated in a currency
other than the functional currency are included in other expense, net in the accompanying consolidated statements of operations.
 
Revenue recognition
 
The Company recognizes revenue under Accounting Standards Codification ("ASC”) (Topic 606): Revenue from Contracts with Customers, ("ASC 606”). The core
principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the
consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable
that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve
that core principle:
 
Step 1: Identify the contract with the customer
 
Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price
 
Step 4: Allocate the transaction price to the performance obligations in the contract
 
Step 5: Recognize revenue when the company satisfies a performance obligation
 
See Note 11, Segment information, for information on revenue disaggregated by geographic area.
 
Because the Company’s agreements have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose
information about its remaining performance obligations.
 
-43-
Table of Contents
 
Our contracts have a single performance obligation which is satisfied at the point in time when the customer has title and the significant risks and rewards of ownership of
the product. Title and the significant risk and rewards of ownership are deemed to transfer when products are loaded onto a truck for shipment or Free on Board ("FOB”) shipping
point. The Company primarily receives fixed consideration for sales of product, subject to adjustment as described below. Shipping and handling amounts paid by customers are
primarily for online orders, and are included in revenue, and totaled approximately $114,000 and $147,000 for the years ended December 31, 2024 and 2023, respectively. Sales tax
and other similar taxes are excluded from revenue.
 
Revenue is recorded net of provisions for discounts, slotting fees payable by us to retailers to stock our products and promotion allowances. Discounts, slotting fees and
promotional allowances vary the consideration the Company is entitled to in exchange for the sale of products to distributors. The Company estimates these discounts, slotting
fees and promotional allowances in the same period that the revenue is recognized for product sales to customers. These estimates are based on contract terms and our historical
experience with similar programs and require management judgement with respect to estimating customer participation and performance levels. Differences between estimated
expense and actual costs are normally insignificant and are recognized in earnings in the period such differences are
 
determined. The amount of revenue recognized represents the amount that will not be subject to a significant future reversal of revenue. The liability for promotional allowances is
included in accrued expenses on the consolidated balance sheets. Amounts paid for slotting fees are recorded as prepaid expenses on the consolidated balance sheets and
amortized over the corresponding term. For the years ended December 31, 2024 and 2023, our revenue was reduced by approximately $4.1 million and $1.6 million, respectively, for
slotting fees and promotion allowances.
 
All sales to distributors and customers are generally final. In limited instances we may accept returned product due to quality issues or distributor terminations, and in
such situations we would have variable consideration. The Company’s customers generally pay within 30 days from the receipt of a valid invoice. The Company offers prompt pay
discounts of up to 2% to certain customers typically for payments made within 15 days. Prompt pay discounts are recorded as a deduction to revenues in the accompanying
consolidated statements of operations. As of December 31, 2024 and 2023, prompt pay discounts to these certain customers were considered immaterial to the related accounts
receivable balances presented on the accompanying consolidated balance sheets.
 
Advertising costs
 
Advertising costs, including promotions and sponsorships, are expensed as incurred. For the years ended December 31, 2024, and 2023, we incurred advertising costs of
$1.6 million and $1.2 million, respectively.
 
Stock-Based Compensation Expense
 
The Company recognizes stock-based compensation expense within the operating expenses in the Consolidated Statements of Operations related to the fair value of
employee stock-based awards ratably over the vesting period and only for awards expected to vest. Estimated forfeiture rates are based on historical data and are periodically
reassessed.
 
Compensation cost is based on the grant-date fair value. The fair value of RSUs is determined based on the number of units granted and the grant date price of common
stock.
 
Income taxes
 
We account for income taxes by recognizing the amount of taxes payable for the current year and deferred tax assets and liabilities for the expected future tax
consequences of events that have been recognized in our financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences
between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. We perform
periodic evaluations of recorded tax assets and liabilities and maintain a valuation allowance, if considered necessary based on whether they are more likely than not to be realized.
The determination of taxes payable for the current year includes estimates. We believe that we have appropriate support for the income tax positions taken, and to be taken, on our
tax returns and that our accruals for tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law
applied to the facts of each matter. No reserves for an uncertain income tax position have been recorded for the years ended December 31, 2024 or 2023.
 
The Company recognizes accrued interest and penalties related to uncertain tax positions, if any, as income tax expense. The Company’s tax returns for the years ended
December 31, 2021 through 2024 remain subject to examination by their major tax jurisdictions.
 

Net loss per share
 
Basic net loss per share is computed using the weighted average number of common shares outstanding during the periods. Diluted earnings per share is computed by
adjusting the weighted average number of common shares by the effective net exercise or conversion of all dilutive securities. Due to the net loss in 2024 and 2023, outstanding
stock options amounting to 8,647,984 and 11,407,772, respectively, and outstanding warrants of 5,945,400 and 27,521,945, respectively, were anti-dilutive.
 
Comprehensive loss
 
Comprehensive loss is comprised of net loss and translation adjustments. We do not provide income taxes on currency translation adjustments, as the historical earnings
from our Canadian subsidiary is considered to be indefinitely reinvested.
 
-44-
Table of Contents
 
Seasonality
 
Our sales are seasonal and we experience fluctuations in quarterly results as a result of many factors. We historically have generated a greater percentage of our revenues
during the warm weather months of April through September. Sales may fluctuate materially on a quarter to quarter basis or an annual basis when we launch a new product or fill
the "pipeline” of a new distribution partner or a large retail partner. Sales results may also fluctuate based on the number of SKUs selected or removed by our distributors and retail
partners through the normal course of serving consumers in the dynamic, trend-oriented beverage industry. As a result, management believes that period-to-period comparisons of
results of operations are not necessarily meaningful and should not be relied upon as any indication of future performance or results expected for the fiscal year.
 
Recent accounting guidance
 
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting, which expands annual and interim disclosure requirements for reportable segments, primarily
through enhanced disclosures about significant segment expenses. The updated standard is effective for our annual periods beginning after December 15, 2023 and interim periods
beginning in the first quarter of fiscal 2025. Early adoption is permitted.
 
Recent Accounting Guidance Not Yet Adopted
 
In December 2023, the FASB issued ASU 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance requires entities to provide more
detailed disclosures about income tax expenses (or benefits), including components of the expense (or benefit) and the nature of significant reconciling items. Entities must also
disclose information about unrecognized tax benefits, including a tabular reconciliation of beginning and ending balances of unrecognized tax benefits, and details about valuation
allowances, including the nature and amount of valuation allowances recorded and released during the period. The guidance is effective for fiscal years beginning after December
15, 2025, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of the updated standard on our consolidated
financial statements and disclosures.
 
In March 2024, the FASB issued ASU 2024-01: Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This update
provides guidance on the scope application of profits interest and similar awards under Topic 718. The amendments improve clarity and understanding of paragraph 718-10-15-3,
aiding entities in determining whether a profits interest award should be accounted for as a share-based payment arrangement or similar to a cash bonus or profit-sharing
arrangement. For public business entities, the amendments are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. For
all other entities, the amendments are effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods. Early adoption is permitted.
We are currently evaluating the impact of the updated standard on our consolidated financial statements and disclosures.
 
In November 2024, the FASB issued ASU 2024-03: Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This
update requires entities to disaggregate income statement expenses. The guidance is effective for fiscal years beginning after December 15, 2025, including interim periods within
those fiscal years. Early adoption is permitted. We are currently evaluating the impact of the updated standard on our consolidated financial statements and disclosures.
 
In December 2024, the FASB issued Accounting Standards Update (ASU) 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced
Conversions of Convertible Debt Instruments. This update provides guidance on accounting for induced conversions of convertible debt instruments, clarifying the criteria for
determining whether settlements should be accounted for as an induced conversion. The amendments specify that an inducement offer must provide the debt holder with
consideration meeting or exceeding the conversion privileges outlined in the instrument’s original terms. Additionally, the update addresses convertible debt instruments that are
not currently convertible but included substantive conversion features at issuance and at the time of the inducement. The guidance is effective for fiscal years beginning after
December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted for entities that have adopted ASU 2020-06. We are currently evaluating the
impact of adopting this guidance on our consolidated financial statements and disclosures.
 
2.
Inventory
 
Inventory consisted of the following as of December 31 (in thousands):
 
 
 
2024
  
2023
 
Finished goods
 
$
2,198  
$
1,380 
Raw materials
 
 
1,340  
 
1,012 
 
$
3,538  
$
2,392 
 
Finished goods primarily include product ready for shipment, as well as promotional merchandise held for sale. Raw materials primarily include ingredients, concentrate
and packaging.
 
-45-
Table of Contents
 
3.
Fixed Assets, net
 
Fixed assets, net consisted of the following as of December 31 (in thousands):
 
 
 
2024
  
2023
 
Vehicles
 
$
65  
$
65 
Equipment
 
 
203  
 
203 
Office and computer equipment
 
 
262  
 
235 
 
 
530  
 
503 
Accumulated depreciation
 
 
(422)  
 
(366)
 
$
108  
$
137 

 
Depreciation expense was $56,000 and $63,000, for the years ended December 31, 2024 and 2023, respectively. Depreciation expense is primarily associated with the
Company’s equipment and vehicles. The Company did not record any gains or losses from the disposals of fixed assets during 2024 and 2023.
 
4.
Accrued Expenses
 
Accrued expenses consisted of the following as of December 31 (in thousands):
 
 
 
2024
  
2023
 
Employee benefits
 
$
220  
$
317 
Goods and services tax
 
 
155  
 
- 
Legal settlement
 
 
135  
 
- 
Sales and marketing
 
 
1,309  
 
302 
Other accruals
 
 
654  
 
664 
 
$
2,473  
$
1,283 
 
5.
Revolving Credit Facility
 
The Company entered into a Revolving Financing and Assignment Agreement (the "RFAA”) which provides a revolving credit facility up to an amount of $2,000,000 (the
"Total Credit Facility”) with an interest rate equal to the prime rate plus 3.50% per annum, with a floor rate of 6.00%. This facility is intended to meet the working capital needs and
general corporate purposes of the Company.
 
Under the RFAA, the Company may draw up to 80% of the face amount of eligible accounts receivable. The Company is required to pay a commitment fee of 1.00% of the
Total Credit Facility annually, and a collateral management fee of 0.15% is assessed monthly on the Total Credit Facility.
 
The RFAA will expire under the following conditions: (a) 36 months from the initial funding date, or (b) 30 days following the execution of legal documents if the initial
funding has not occurred, or (c) May 31, 2024, if neither condition (a) nor (b) applies. The agreement will automatically renew for additional 36-month periods unless terminated by
either party with a minimum of 60 days’ prior written notice.
 
The RFAA includes financial covenant requiring the Company to maintain net assets, excluding intangible assets and amounts outstanding under the RFAA, in excess of
$3.5 million. As of December 31, 2024, the Company was not in compliance with this financial covenant.
 
The revolving credit facility is secured by a continuing security interest in the Company’s personal property and fixtures, including accounts receivable, inventory,
equipment, and intellectual property.
 
On February 24, 2025, the Company made a payment of $0.1 million to fully repay the Total Credit Facility and formally terminated the RFAA. Following this payment, the
Company was released from any further liabilities under the terms of the RFAA.
 
As of December 31, 2024, the balance of the RFAA was $0.3 million (December 31, 2023 – $nil).
 
-46-
Table of Contents
 
6.
Membership Agreement Obligation
 
On September 1, 2022 we entered into a membership/licensing agreement with Saltbox Inc. This agreement gives us right to our portion of a shared office ("Suite”) and
warehouse facility in Seattle, WA. The structure of the agreement is a revocable license to access the suite and warehouse. The relationship between Saltbox Inc. and Jones Soda
is that of a licensor and licensee only, and not a landlord-tenant or lessor-lessee relationship. The agreement does not give right, title, interest, easement, or lien in or to Saltbox
Inc’s business, the Suite, the Premises, or anything contained therein, nor will the Agreement be interpreted or construed as a lease. Thus, we will not be recording a lease liability
or right-of-use asset associated with this agreement. The term of the agreement is for 1 year with an option to renew and 12 monthly payments of $8,000 payable each month. Upon
renewal, the Company elected to enter into a month-to-month arrangement with Saltbox. Under this arrangement, the Company pays $9,000 per month. The Company provided
notice on February 28th, 2025 that it will exit the month to month agreement as it found lower cost facilities.
 
7.
Shareholders’ Equity
 
The Company issued 7,535,000 units ("Units”) on July 26, 2024, 1,600,000 Units on July 31, 2024, and 1,875,000 Units on August 21, 2024, for total net proceeds of $3.6
million. Each Unit is composed of: (i) one common share in the capital of the Company (each, a "Common Share”); and (ii) one-half of one detachable share purchase warrant (each
whole warrant, a "Warrant”). Each whole Warrant is exercisable into one Common Share (each, a "Warrant Share”) at a price of $ 0.50 per Warrant Share for a period of 24 months
from the date of issuance. The Company has the right to accelerate the expiry date of the Warrants to the date that is 30 days following delivery of a notice of acceleration to
holders of Warrants if, at any time, the closing price of the Common Shares exceeds $0.80 for five consecutive trading days. The Warrants were classified as equity, and the
Company recorded their fair value of $1 million as part of common shares.
 
In connection with the offering, the Company paid Dominari Securities LLC ("Dominari”) an aggregate of $166,158 in cash commission, representing 4.0% of the aggregate
gross proceeds raised in the offering, and issued Dominari an aggregate of 440,400 warrants as compensation for Dominari’s services (the "Broker’s Warrants”). For accounting
purposes, the Company estimated the fair value of the Broker’s Warrants at the grant date to be $0.1 million, utilizing the Black-Scholes option pricing model. The assumptions
used in the model included a risk-free interest rate of 3.81%, an expected life of 2 years, an expected volatility of 76%, and an expected dividend yield of 0%. The amount was
recognized as share issuance costs.
 
On May 16, 2022, our shareholders approved the adoption of the Jones Soda Co. 2022 Omnibus Equity Incentive Plan (the "2022 Plan”), which replaced the 2011 Plan
(defined below) and provides for the granting incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and other
stock-based awards to participants to acquire shares of Company common stock under the 2022 Plan. Under the terms of the 2022 Plan, the sum of (i) 10,000,000 shares of the
Company’s common stock, plus (ii) the number of shares of common stock reserved, but unissued under the 2011 Plan, plus (iii) the number of shares of common stock underlying
forfeited awards under the 2011 Plan are initially available for issuance as awards under the 2022 Plan.
 
1,936,074 shares of common stock reserved under the terms of our 2011 Incentive Plan (the "2011 Plan”) but unissued were transferred to the reserve for the 2022 Plan.
Thus, the total number of shares of common stock authorized under the Plan was 11,936,074 shares.
 
Under the terms of the 2022 Plan, the Board may grant awards to employees, officers, directors, consultants, agents, advisors and independent contractors. Stock options
are granted with an exercise price equal to the closing price of our stock on the date of grant, and generally have a ten-year term. As of December 31, 2024, there were 2,938,539
shares of unissued common stock authorized and available for future awards under the Plan.
 
a.
Stock options:
 

A summary of our stock option activity for the years ended December 31, 2024 and 2023 is as follows:
 
 
 
Outstanding Options
 
 
 
2024
  
2023
 
 
 
Number of Shares
  
Weighted Average
Exercise Price
(Per Share)
  
Number of Shares
  
Weighted Average
Exercise Price
(Per Share)
 
Opening
 
 
11,407,772  
$
0.26  
 
3,369,332  
$
0.41 
Granted
 
 
1,200,000  
 
0.25  
 
9,659,900  
 
0.23 
Exercised
 
 
(136,250)  
 
0.27  
 
-  
 
- 
Forfeited / Expired
 
 
(3,823,538)  
 
0.25  
 
(1,620,560)  
 
0.41 
Closing
 
 
8,647,984  
$
0.26  
 
11,407,772  
$
0.26 
Exercisable
 
 
5,963,812  
$
0.27  
 
3,599,020  
$
0.32 
 
The following table summarizes information about stock options outstanding and exercisable under our stock incentive plans at December 31, 2024:
 
 
Exercise Price
 
Number
Outstanding   
Weighted
Average
Remaining
Contractual
Life
(Years)
  
Weighted
Average
Exercise
Price Per
Share
  
Number
Exercisable   
Weighted
Average
Remaining
Contractual
Life
(Years)
  
Weighted
Average
Exercise
Price Per
Share
 
$ 0.15 to $0.50
 
 
8,447,660 
  
7.93  
$
0.25  
 
5,768,176  
 
7.64  
$
0.26 
$ 0.51 to $1.09
 
 
200,324 
  
6.70  
 
0.64  
 
195,636  
 
6.69  
 
0.64 
 
 
 
 
8,647,984 
  
7.90  
$
0.26  
 5,963,812  
 
7.61  
$
0.27 
 
b.
Restricted stock awards:
 
Beginning on May 13, 2022, the Company’s Board of Directors (the "Board”) determined that it was in the best interests of the Company to periodically award restricted
stock units as equity compensation for non-employee directors upon the recommendation of the Compensation and Governance Committee of the Board in lieu of stock options.
Each restricted stock unit granted vests incrementally over the period in the specific award agreement, and certain restricted stock awards will immediately vest upon the
occurrence of a "Change in Control” as defined in the 2022 Plan. For the period from January 1, 2020 through February 15, 2022, equity compensation for non-employee director
service consisted of the grant of an annual non-qualified stock option award that vested on the first anniversary of the date of grant (subject to the director’s continuing service as
of such anniversary date), with the number of shares underlying such award being determined by dividing $25,000 by the closing share price (as quoted on the OTCQB
marketplace) on the date of grant (which was the first trading day in January in each calendar year), and such stock option award had an exercise price equal to our closing share
price (as quoted on the OTCQB marketplace) on the date of grant. Prior to February 15, 2022, when joining the Board, each non-employee director was previously granted a non-
qualified stock option award that vested on the first anniversary of the date of grant (subject to the director’s continuing service as of such anniversary date), with the number of
shares underlying such award being determined by dividing $25,000 by our closing stock price on the first trading day following the date on which such director is appointed,
prorated based on the date on which such director is appointed, and which stock option shall be granted as of the first trading day following the date on which such director was
appointed, and had an exercise price equal to our closing share price (as quoted on the OTCQB marketplace) on the date of grant. The stock option and restricted stock unit awards
described above are governed by either the 2022 Plan or the 2011 Plan (if granted prior to the adoption of the 2022 Plan) and standard form of stock option grant notice and
agreement and standard form of restricted stock unit grant notice and agreement.
 
On December 30, 2022, the Company entered into rescission agreements (the "Rescission Agreements”) with the certain non-employee directors on the Board who were
awarded restricted stock units during 2022 as well as the Company’s Chief Executive Officer and President who received restricted stock units during 2022 under the terms of his
employment agreement with the Company. Under the terms of the Rescission Agreements, each of the Company and the applicable RSU grantee agreed to rescind and cancel for
no consideration all currently outstanding restricted stock units previously granted to each such grantee during 2022 as well as all shares of the Company’s common stock
previously issued to any such grantee as a result of the vesting of any restricted stock units in August 2022.
 
A summary of our 2024 and 2023 restricted stock units activity is as follows:
 
 
 
2024
  
2023
 
 
 
Number of
Units
  
Weighted-
Average
Grant Date
Fair Value
per share   
Weighted-
Average
Contractual
Life (years)   
Number of
Units
  
Weighted-
Average
Grant Date
Fair Value
per share   
Weighted-
Average
Contractual
Life (years)  
Opening, Unvested Restricted Stock Units
 
 
600,000  
$            0.26  
 
       9.1  
 
-  
$
-  
 
- 
Granted
 
 
2,797,959  
 
0.14  
 
   
 
1,800,000  
0.26  
 
  
Vested
 
 (3,397,959)  
 
(0.16)  
 
   
 (1,200,000)  
 
(0.26)  
 
  
Closing, Unvested Restricted Stock Units
 
 
-  
$
-  
 
-  
 
600,000  
$
0.26  
 
9.1 
 
c.
Stock-based compensation expense:
 
Stock-based compensation expense is recognized using the straight-line attribution method over the employees’ requisite service period. We recognize compensation
expense for only the portion of stock options or restricted stock expected to vest. Therefore, we apply estimated forfeiture rates that are derived from historical employee
termination behavior. If the actual number of forfeitures differs from those estimated by management, additional adjustments to stock-based compensation expense may be required
in future periods.
 
At December 31, 2024, we had unrecognized compensation expense related to stock options and non-vested stock of $467,886 to be recognized over a weighted- average
period of 0.61 years.
 
The following table summarizes the stock-based compensation expense (in thousands):
 
 
 
2024
  
2023
 
Stock options
 
$
537  
$
485 
Common stock award
 
 
-  
 
17 
Restricted stock
 
 
541  
 
192 
 
 
$
1,078  
$
694 
Consolidated Statements of Operations account:
 
 
   
 
  
Selling and marketing
 
$
-  
$
32 
General and administrative
 
 
1,078  
 
662 

 
$
1,078  
$
694 
 
-47-
Table of Contents
 
We employ the following key weighted-average assumptions in determining the fair value of stock options, using the Black-Scholes option pricing model and the
simplified method to estimate the expected term of "plain vanilla” options:
 
 
 
2024
  
2023
 
Expected dividend yield
 
 
-  
 
- 
Expected stock price volatility
 
 
85.90% to 89.60%  
 
87.50%
Risk-free interest rate
 
 
4.20% to 4.30%  
 
3.90%
Expected term (in years)
 
 
5.80 to 6.50  
 
5.80 
Weighted-average grant date fair-value
 
 
$ 0.17 to 0.20  
$
0.17 
 
During the year ended December 31, 2024 and 2023, no material modifications were made to outstanding stock options.
 
As of December 31, 2024, and December 31, 2023, the aggregate intrinsic value of stock options outstanding was $7,000 and $nil, respectively. For stock options
exercisable, the aggregate intrinsic value as of these dates was also $7,000 and $nil, respectively. The intrinsic value of both outstanding and exercisable stock options is
determined as the difference between the quoted market price of the Company’s stock at the balance sheet date and the exercise price of the option.
 
The total intrinsic value of options exercised during the years ended December 31, 2024, and December 31, 2023, was $17,300 and $nil, respectively. During these periods,
the number of options exercised totaled 136,250 and nil, respectively. The Company maintains a policy of issuing new shares upon the exercise of stock options.
 
d.
Warrants
 
Closing of the Pinestar Gold Inc. - Plan of Arrangement:
 
On February 15, 2022, Jones issued an aggregate of 20,000,048 Jones Shares in connection with the completion of the Plan of Arrangement whereby the outstanding
Pinestar Shares were exchanged for newly issued Jones Shares on a one-for-one basis. The Plan of Arrangement had previously been approved by both Pinestar’s shareholders as
well as by the Supreme Court of British Columbia after such court held a hearing on the fairness of the terms and conditions of the Plan of Arrangement at which all Pinestar
shareholders had the right to appear.
 
In connection with the Plan of Arrangement, Pinestar completed the Pinestar Subscription Receipt Offering for aggregate net proceeds of $7,152,000, at a price per
subscription receipt equal to $0.50. As part of the closing of the Plan of Arrangement, each such subscription receipt automatically converted into one Pinestar Share and one new
common share purchase warrant of Pinestar, which were then immediately exchanged for Jones Shares and Jones Special Warrants, respectively, in accordance with a 1:1 exchange
ratio.
 
The issuance of Jones Shares to the holders of Pinestar Shares (including Pinestar Shares received upon the conversion of the subscription receipts issued in the Pinestar
Subscription Receipt Offering) in the Plan of Arrangement was exempt from the registration requirements under the United States Securities Act of 1933, as amended (the
"Securities Act”) pursuant to Section 3(a)(10) of the Securities Act, which exempts from the registration requirements under the Securities Act any securities that are issued in
exchange for one or more bona fide outstanding securities where the terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such
terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear, by any court expressly authorized by law to
grant such approval.
 
During the year ended December 31, 2024, Pinestar Warrants in the amount of 974,808 were exercised at the exercise price of $0.06 CAD, for total proceeds of $44,000. As
of December 31, 2024, there were no warrants outstanding.
 
Others:
 
As discussed above the Company issued 5,505,000 warrants, each priced at $0.50 per Warrant Share, exercisable for a period of 24 months from the issuance date.
Additionally, 440,400 Broker’s Warrants were issued in relation to private placements completed during the year ended December 31, 2024. As of December 31, 2024, these warrants
remained outstanding.
 
The following table summarizes the Company’s outstanding warrants as of December 31, 2024:
 
Expiry Date
 
Number Outstanding   
Remaining
Contractual Life
(Years)
  
Exercise Price Per
Share
(in dollar)
  
Number Exercisable  
July 26, 2026
 
 
3,767,500  
 
1.57  
$
0.50  
 
3,767,500 
July 31, 2026
 
 
800,000  
 
1.58  
 
0.50  
 
800,000 
August 21, 2026
 
 
937,500  
 
1.64  
 
0.50  
 
937,500 
 
 
 
5,945,400  
 
   
 
   
 
5,945,400 
 
 
8.
Employee 401(k) Plan
 
We have a 401(k) plan whereby eligible employees who have completed at least one hour of service per month in three consecutive months of employment may enroll.
Employees can elect to contribute up to 100% of their eligible compensation to the 401(k) plan subject to Internal Revenue Service’s limitations. As currently established, we are
not required to make any contributions to the 401(k) plan. During the years ended December 31, 2024 and 2023 we did accrue and fund our employees’ 401(k) accounts in 2024 and
2023 for matching contributions in the amount of $32,000 and $36,000, respectively.
 
-48-
Table of Contents
 
9.
Commitments and Contingencies
 
Commitments
 
As of December 31, 2024, we continue to have commitments to various suppliers of raw materials. Purchase obligations under these commitments are expected to total $1.6
million in 2025.
 

Legal proceedings
 
We are or may be involved from time to time in various claims and legal actions arising in the ordinary course of business, including proceedings involving employee
claims, contract disputes, product liability, other general liability claims and government and regulatory actions, as well as trademark, copyright, and related claims and legal
actions. In the opinion of our management, the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position, results of
operations or liquidity.
 
On March 25, 2024, our indirect wholly owned subsidiary, Mary Jones Michigan LLC ("MJM”), received a Notice of Claims ("Core Claim”) for arbitration from Core
Manufacturing, LLC ("Core”), who claimed that the Company was in breach of its commitments under the agreement between the Company and Core. Core is seeking, amongst
other damages, the enforcement of the break-up fee provision in such agreement, which they calculate to be $7,220,357.
 
MJM is also seeking from P3 Capital Partner LLC ("P3”), an entity related to Core, the return of a $155,700 deposit previous paid to P3 in connection with the license and
manufacturing agreement between MJM and P3. MJM filed for litigation in Michigan federal court asserting claims for fraud, conversion, and breach of contract against P3 (the
"P3 Litigation” and together with the Core Claim, the "Litigation Matters”).
 
In February 2025, a confidential settlement agreement was entered into between all the parties to the Litigation Matters, which has resulted in the settlement and/or
dismissal of both Litigation Matters.
 
10.
Income Taxes
 
The provision for income taxes consisted of the following for the years ended December 31 (in thousands):
 
 
 
2024
  
2023
 
Current
 
 
   
 
  
State
 
$
3  
$
13 
Foreign
 
 
22  
 
20 
Provision for income taxes
 
$
25  
$
33 
 
Loss before income taxes was as follows for the years ended December 31 (in thousands):
 
 
 
2024
  
2023
 
United States
 
$
(9,980)  
$
(4,901)
Foreign
 
 
110  
 
80 
Total
 
$
(9,870)  
$
(4,821)
 
The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes are as follows:
 
 
 
2024
 
 
2023
 
Federal statutory rate
 
 
21%  
 
21%
Effect of:
 
 
  
 
 
  
Permanent differences
 
 
(0.14)
 
 
(0.13)
Stock Compensation
 
 
(2.33)
 
 
(1.15)
State income taxes, net of federal benefit
 
 
3.71 
 
 
1.35 
Change in valuation allowance
 
 
(24.19)
 
 
(22.57)
Other, net
 
 
1.52 
 
 
0.83 
Provision for income taxes
 
 
(0.43)% 
 
(0.67)%
 
Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes. Significant components of our deferred income taxes were as follows (in thousands):
 
 
 
2024
  
2023
 
Federal and state net operating loss carryforwards
 
$
18,965  
$
16,872 
Stock-based compensation
 
 
303  
 
262 
Other, net
 
 
336  
 
82 
Total deferred tax asset
 
 
19,604  
 
17,216 
Valuation allowance
 
 
(19,604)  
 
(17,216)
Net deferred tax asset
 
$
-  
$
-
 
We continue to experience significant losses in our U.S. operations that are material to our decision to maintain a full valuation allowance against our net U.S. deferred tax
assets. This is due to the fact that the relevant accounting guidance puts more weight on the negative objective evidence of cumulative losses in recent years than the positive
subjective evidence of future projections of pretax income. For the years ended December 31, 2024 and December 31, 2023, the valuation allowance increased by $2.4 million, and
$1.03 million, respectively.
 
-49-
Table of Contents
 
We continually analyze the realizability of our deferred tax assets, but we reasonably expect to continue to record a full valuation allowance on future U.S tax benefits until
we sustain an appropriate level of taxable income through improved U.S. operations and tax planning strategies.
 
At December 31, 2024, we had net operating loss carryforwards for federal and state income tax purposes of $54.9 million, and $22.6 million respectively, which expire at
various times commencing 2025. We also had net operating loss carryforwards for federal and state income tax purposes of $28.1 million, and $2.8 million, respectively, that may be
carried forward indefinitely. Net operating loss carryforwards may be subject to certain limitations under Section 382 of the Internal Revenue code.
 
There are no uncertain tax positions to recognize as of December 31, 2024 and 2023.
 
We are no longer subject to U.S. Federal examination for tax years ending before 2020, to state examinations before 2019, or to foreign examinations before 2019.
 
However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses or tax credits were generated and carried forward
and make adjustments up to the amount of the net operating losses or credit carryforward. At December 31, 2024, we were not under examination by a tax authority. The net
operating losses for prior years are subject to adjustment under examination to the extent they remain unutilized in an open year.
 

11.
Segment Information
 
The Company’s operating and reportable segments consist of the following:
 
Beverages: This segment includes both Jones Soda’s traditional craft sodas, known for their unique flavors, pure cane sugar formulation, and consumer-driven branding
as well as our modern soda’s such as Pop Jones, Fiesta Jones and hemp derived products such as HD9. The products are distributed through various channels, including retail
stores, foodservice outlets, and direct-to-consumer platforms.
 
Cannabis-Derived (THC) Beverages: This segment features beverages and edibles infused with cannabis-derived THC compounds. These products cater to alternative
lifestyle markets and are distributed through regulated channels such as licensed dispensaries. Each State in the US has specific regulations to the sales and distribution of these
products. In Canada these products are federally regulated. Our distribution relationships typically involve licensing our THC formulated products to Cannabis companies that
hold licenses in a specific state or province.
 
The Chief Operating Decision Maker ("CODM”) of the Company, who is also the Chief Executive Officer ("CEO”), is responsible for evaluating the performance of the
Company’s operations. The evaluation focuses primarily on key financial metrics such as net operating revenues and operating income (loss). Based on this consolidated
approach to assessing performance and allocating resources, the Company does not present additional segment information in its financial disclosures.
 
Details regarding the Company’s operations by reportable segment are presented as follows:
 
(in thousands)
 
2024
  
2023
 
Segment Results – Net sales
 
 
   
 
  
Beverages
 
$
17,793  
$
15,414 
Cannabis-Derived (THC) Beverages
 
 
1,362  
 
1,255 
Total
 
$
19,155  
$
16,669 
 
 
 
   
 
  
Segment Results – Income (loss) from operations
 
 
   
 
  
Beverages
 
$
(9,733)  
$
(4,427)
Cannabis-Derived (THC) Beverages
 
 
(165)  
 
(451)
Total
 
$
(9,898)  
$
(4,878)
 
Furthermore, in accordance with ASC 280, the Company provides the following entity-wide disclosures for the years ended December 31, 2024, and 2023:
 
Net Sales by Geographic Location: The breakdown of the Company’s net sales by geographic location are as follows:
 
(in thousands)
 
2024
  
2023
 
Segment Results – Net sales
 
 
   
 
  
United States
 
$
15,670  
$
13,537 
Canada
 
 
3,485  
 
3,072 
Other countries
 
 
-  
 
60 
Total
 
$
19,155  
$
16,669 
 
Net sales generated in the United States accounted for 82% and 81% of total revenue in 2024 and 2023, respectively.
 
Income (Loss) from Operations by Geographic Location: The breakdown of the Company’s income (loss) from operations by geographic location is as follows:
 
(in thousands)
 
2024
  
2023
 
Segment Results – Income (loss) from operations
 
 
   
 
  
United States
 
$
(10,406)  
$
(5,647)
Canada
 
 
508  
 
751 
Other countries
 
 
-  
 
18 
Total
 
$
(9,898)  
$
(4,878)
 
-50-
Table of Contents
 
Long-Lived Assets: All of the Company’s long-lived assets are located in the United States.
 
12.
Insurance Premium Financing
 
Effective November 15, 2024, the Company entered into a one year financing agreement with IPFS Corporation to fund a portion of its insurance premiums in the amount
of $191,000. Repayments are made quarterly on January 15, 2025, April 15, 2025, and by July 15, 2025, the entirety of the financing is paid off in full. The interest rate is 8.99% and
there are no covenants associated with this agreement.
 
13.
Related party Transactions
 
During the year ended December 31, 2023, 200,000 Pinestar Warrants, as described in Note 7 were exercised by one of our Board members, Paul Norman, at the exercise
price of $0.06 CAD, for total proceeds of $9,000.
 
14.
Subsequent Events
 
Subsequent to December 31, 2024, the Company entered into a $5 million facility (the "Facility”) with Two Shore Capital Corp. ("Two Shores”). The funds available under
the Facility are expected to be used for working capital purposes, and the Facility itself is secured by all of the assets of the Company and its subsidiaries. Advances drawn under
the Facility will bear an interest rate of 13.75% per annum.
 
-51-
Table of Contents
 
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
 
None.
 

ITEM 9A.
CONTROLS AND PROCEDURES.
 
Disclosure Control and Procedures
 
We maintain disclosure controls and procedures (as such terms are defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act”)) that are designed to ensure that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including
our Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
 
Management, under the supervision and with the participation of our Chief Executive Officer and Principal Financial Officer evaluated the effectiveness and design of our
disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of December 31, 2024. Based on that evaluation, our Chief Executive Officer and Interim Chief
Financial Officer concluded that these disclosure controls and procedures were effective as of December 31, 2024.
 
Management’s Report on Internal Control Over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)
promulgated under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial
reporting and the preparation of our financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
our transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in
accordance with generally accepted accounting principles; (iii) provide reasonable assurance that our receipts and expenditures are made in accordance with management
authorization; and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting, however well designed and operated can provide only reasonable, and not absolute, assurance
that the controls will prevent or detect misstatements. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitations of control systems, there is only the reasonable assurance that our controls will succeed in achieving their goals under all potential
future conditions.
 
Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our internal control
over financial reporting as of December 31, 2024, based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). Based on our evaluation under the COSO framework, management concluded that, as of such date, our internal controls over financial
reporting were not effective as of the end of the period covered by this Annual Report on Form 10-K due to material weaknesses as describe herein. A material weakness is a
control deficiency (within the meaning of the Public Company Accounting Oversight Board (United States) Auditing Standard No. 2) or combination of control deficiencies that
result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the
following material weaknesses:
 
● The Company had key senior accounting personnel transitioned over the course of the year-end process from the end of 2024 through the beginning of 2025. As a
result, adjustments to the year end balances were required to be made.
 
● During the transition period noted above the Company lacked sufficient resources with respect to the number of people employed in its accounting department and the
adequacy of their training in relation to its financial reporting requirements.
 
Planned Remediation
 
● The Company announced a new experienced CFO in February, 2025. The Company hired additional CPA consultants to complete the year end audit.
 
● The Company is now through that transition and the new leadership team will ensure previously effective controls are followed by the time we report the second quarter
interim results and reinforced adherence to the set of internal controls that Company has previously successfully abided by over the past years.
 
This Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Additionally, management’s
report was not subject to attestation by our registered public accounting firm pursuant to the permanent exemption from Section 404(b) of the Sarbanes- Oxley Act of 2002 for non-
accelerated filers.
 
-52-
Table of Contents
 
ITEM 9B.
OTHER INFORMATION
 
During the three months ended December 31, 2024, none of our directors or executive officers adopted, modified or terminated a "Rule 10b5-1 trading arrangement” or a
"non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.
 
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
 
Not applicable.
 
PART III
 
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 
Information regarding our Code of Ethics is included in Item 1 of Part I, and that information is incorporated by reference herein.
 
The other information called for by Part III, Item 10, will be included in our proxy statement relating to our 2024 Annual Meeting of Shareholders (our "2024 Proxy
Statement”), and is incorporated herein by reference to the sections captioned "Nominees,” "Compliance with Section 16(a),” "Board Meetings and Committees,” "Audit
Committee,” "Director Nomination Process,” and "Executive Officers.” Our 2025 Proxy Statement is expected to be filed within 120 days of December 31, 2024, our fiscal year end.
 
ITEM 11.
EXECUTIVE COMPENSATION.
 
Information called for by Part III, Item 11, will be included in our 2025 Proxy Statement, and is incorporated herein by reference to the sections captioned "Executive
Compensation” and "Director Compensation.” Our 2025 Proxy Statement is expected to be filed within 120 days of December 31, 2024, our fiscal year end.
 
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.
 

Certain information called for by Part III, Item 12, will be included in our 2024 Proxy Statement, and is incorporated herein by reference to the section captioned "Security
Ownership of Certain Beneficial Owners And Management.” Our 2025 Proxy Statement is expected to be filed within 120 days of December 31, 2024, our fiscal year end.
 
Equity Compensation Plan Information
 
The following table gives information as of December 31, 2024, the end of the most recently completed fiscal year, about shares of common stock that may be issued
pursuant to currently outstanding stock options granted under Jones Soda Co. 2011 Incentive Plan, as well as shares of common stock issuable pursuant to awards granted under
the Jones Soda Co. 2022 Omnibus Equity Incentive Plan.
 
Plan Category
 
(a) No. of Shares to be
Issued Upon Exercise or
Vesting of Outstanding
Stock Options, RSUs
  
(b) Weighted Average
Exercise Price of
Outstanding Stock
Options, Warrants and
Rights
  
(c) Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities (a) )
 
 
  
   
   
 
Equity Compensation Plans Approved by Shareholders  
  
11,407,772  $
0.26   
6,330,250 
Equity Compensation Plans Not Approved by Shareholders
  
N/A   
N/A   
N/A 
TOTAL
  
11,407,772  $
0.26   
6,330,250 
 
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
Information called for by Part III, Item 13, will be included in our 2025 Proxy Statement, and is incorporated herein by reference to the sections captioned "Transactions
with Related Persons” and "Independence of Board of Directors.” Our 2025 Proxy Statement is expected to be filed within 120 days of December 31, 2024, our fiscal year end.
 
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES.
 
Information called for by Part III, Item 14, will be included in our 2025 Proxy Statement, and is incorporated herein by reference to the sections captioned "Policy for
Approval of Audit and Permitted Non-Audit Services” and "Audit and Audit-Related Fees.” Our 2025 Proxy Statement is expected to be filed within 120 days of December 31, 2024,
our fiscal year end.
 
PART IV
 
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
(a) Documents filed as part of this Report are as follows:
 
1)
Financial Statements: The consolidated financial statements, related notes and report of independent registered public accounting firm are included in Item 8 of Part II
of this Report.
 
 
 
2)
Financial Statement Schedules: All schedules have been omitted because they are not applicable or not required, or the required information is included in the
financial statements or notes thereto.
 
 
 
3)
Exhibits: The required exhibits are included at the end of this Report and are described in the exhibit index.
 
ITEM 16.
10-K SUMMARY
 
Not applicable.
 
-53-
Table of Contents
 
EXHIBIT INDEX
  
The following exhibits are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference. Where an exhibit is incorporated by reference, the
document to which it is cross referenced is made.
 
3.1
 Articles of Incorporation of Jones Soda Co. (Previously filed as, and incorporated herein by reference to, Exhibit 3.1 to our annual report on Form 10-KSB for the
fiscal year ended December 31, 2000, filed on March 30, 2001; File No. 333-75913).
3.2
 Amended and Restated Bylaws of Jones Soda Co. (Previously filed with, and incorporated herein by reference to, Exhibit 3.1 to our quarterly report on Form 10-Q,
filed on November 8, 2013; File No. 000-28820).
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).
4.1
 Description of Registrant’s Securities (Filed herewith).
4.2
 Form of Registration Rights Agreement (Previously filed with, and incorporated herein by reference to, Exhibit 10.3 to our current report on Form 8-K, filed on March
27, 2018; File No. 000-28820).
4.3
 Registration Rights Agreement dated July 14, 2021 between Jones Soda Co. and SOL Verano Blocker 1 LLC (Previously filed with, and incorporated herein by
reference to, Exhibit 10.2 to our Current Report on Form 8-K, filed on July 20, 2021; File No. 000-28820).
4.4
 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).
4.5
 Form of Registration Rights Agreement (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).
4.6
 Form of Non-Transferable Warrant to Purchase Common Shares of Jones Soda Co. (Previously filed with, and incorporated herein by reference to, Exhibit 4.1 to our
Current Report on Form 8-K, filed on August 1, 2024; File No. 000-28820).
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).
10.2
 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).
10.3
 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).
10.4
 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).
10.5
 Jones Soda Co. 2011 Incentive Plan. (Previously filed with, and incorporated herein by reference to, Annex A to our Definitive Proxy Statement on Schedule 14A,

filed on April 12, 2011, File No. 000-28820).
10.6
 Jones Soda Co. 2022 Omnibus Equity Incentive Plan (Previously filed with, and incorporated herein by reference to, Annex B to our Definitive Proxy Statement on
Schedule 14A, filed on April 1, 2022, File No. 000-28820).
10.7
 Form of Restricted Stock Unit Award Agreement under the Jones Soda Co. 2022 Omnibus Equity Incentive Plan (Previously filed with, and incorporated herein by
reference to Exhibit 10.7 on our Annual Report on Form 10-K, filed on April 1, 2024, File No. 000-28820).
10.8
 Form of Stock Option Award Agreement under the Jones Soda Co. 2022 Omnibus Equity Incentive Plan (Previously filed with, and incorporated herein by reference
to Exhibit 10.8 on our Annual Report on Form 10-K, filed on April 1, 2024, File No. 000-28820).
10.9
 Employment Agreement dated October 23, 2023, between Jones Soda Co. and Jerry Goldner (Previously filed with, and incorporated herein by reference to Exhibit
10.9 on our Annual Report on Form 10-K, filed on April 1, 2024, File No. 000-28820).
10.10
 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).
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).
21.1
 Subsidiaries of the Registrant (Filed herewith).
23.1
 Consent of Berkowitz, Pollack Brant Advisors + CPAs (Filed herewith).
31.1
 Certification by Scott Harvey, Chief Executive Officer, pursuant to Rule 13a-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
31.2
 Certification by Brian Meadows, Chief Financial Officer, pursuant to Rule 13a-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
32.1
 Certification by Scott Harvey, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Filed herewith).
32.2
 Certification by Brian Meadows, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Filed herewith).
101.INS**
 Inline XBRL Instance Document.
101.SCH**
 Inline XBRL Taxonomy Extension Schema Document.
101.CAL**
 Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**
 Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**
 Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**
 Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
 
*
Management contract or compensatory plan or arrangement.
**
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12
of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
 
-54-
Table of Contents
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
 
March 31, 2025
JONES SODA CO.
 
 
 
 
By: /s/ Brian Meadows
 
 
Chief Financial Officer
 
POWER OF ATTORNEY
 
Each person whose individual signature appears below hereby authorizes and appoints Scott Harvey and Brian Meadows and each of them, with full power of
substitution and resubstitution and full power to act without the other, as his true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in
the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all amendments to this report, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in fact and agents, and each of them, full power
and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes may lawfully do or cause to be done by virtue thereof.
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
 
Signature
 
Capacities
 
Date
/s/ SCOTT HARVEY
 
President and Chief Executive Officer (Principal Executive Officer)
 
March 31, 2025
Scott Harvey
 
 
 
 
 
 
 
 
 
/s/ BRIAN MEADOWS
 
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
 
March 31, 2025
Brian Meadows
 
 
 
 
 
 
 
 
 
/s/RONALD DISSINGER
 
Director
 
March 31, 2025
Ronald Dissinger
 
 
 
 
 
 
 
 
 
/s/ PAUL NORMAN
 
Chairman of the Board, Director
 
March 31, 2025
Paul Norman
 
 
 
 
 
 
 
 
 
/s/ CLIVE SIRKIN
 
Director
 
March 31, 2025
Clive Sirkin
 
 
 
 
 
 
 
 
 
/s/ GREGG REICHMAN
 
Director
 
March 31, 2025
Gregg Reichman
 
 
 
 
 
 
 
 
 
/s/ MARK MURRAY
 
 
 
 
Mark Murray
 
Director
 
March 31, 2025
 
-55-
 

 
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 with the Securities and Exchange Commission. This description also
summarizes relevant provisions of Washington law. We encourage you to read our Articles of Incorporation, Bylaws and the applicable provisions of Washington law for
additional information.
 
General
 
Our authorized capital stock consists of 800,000,000 shares of common stock, without par value.
 
Common Stock
 
All outstanding shares of common stock are of the same class and have equal rights and attributes. The holders of our common stock are entitled to one vote per share on all
matters submitted to a vote of shareholders of the Company. All shareholders are entitled to share equally in all dividends, if any, as may be declared from time to time by our board
of directors out of funds legally available. In the event of liquidation, the holders of our common stock are entitled to share ratably in all assets remaining after payment of all
liabilities. The shareholders do not have cumulative voting or preemptive rights. Our common stock currently trades on the OTCQB Marketplace under the symbol “JSDA” and on
the Canadian Securities Exchange under the symbol “JSDA.” Our transfer agent and registrar for our common stock is Odyssey Trust Company. The transfer agent’s and
registrar’s address is United Kingdom Building, 350 – 409 Granville Street Vancouver BC V6C 1T2.
 
Antitakeover Effects of Certain Provisions of our Articles of Incorporation, Bylaws and Washington Law
 
Certain provisions of our Articles of Incorporation, Bylaws and Washington law may discourage, delay or prevent a change in the control of us or a change in our management,
even if doing so would be beneficial to our shareholders. The existence of these anti-takeover provisions could also limit the price that investors might be willing to pay in the
future for shares of our common stock.
 
Shareholder Meetings; Quorum. Our Bylaws provide that our shareholders may call a special meeting only upon the request of holders of at least 10% of the votes entitled to be
cast on any matter proposed for consideration at such special meeting. Additionally, our president or our board of directors may call special meetings of shareholders. Except as
required by law, a quorum at any annual or special meeting of shareholders consists of the presence of at least 33 1/3% of the shares entitled to be cast by each voting group.
 
-1-
 
 
Unanimous Written Consent of Shareholders. Washington law limits the ability of shareholders to act by written consent by requiring unanimous written consent for shareholder
action to be effective. This limit may lengthen the amount of time required to take shareholder actions and would effectively prevent the amendment of our Articles of
Incorporation and Bylaws and the removal of directors by our shareholders without holding a meeting of shareholders.
 
Requirements for Advance Notification of Shareholder Nominations. Our Bylaws contain advance notice procedures with respect to the nomination of candidates for election as
directors, other than nominations made by or at the direction of our board of directors or a committee thereof. The existence of these advance notification provisions may make it
more difficult for a third party to acquire, or may discourage a third party from acquiring, control of our board of directors.
 
Washington Anti-Takeover Statute. Washington law imposes restrictions on certain transactions between a corporation and certain significant shareholders. Chapter 23B.19 of the
Washington Business Corporation Act generally prohibits a “target corporation” from engaging in certain significant business transactions with an “acquiring person,” which is
defined as a person or group of persons that beneficially owns 10% or more of the voting securities of the target corporation, for a period of five years after the date the acquiring
person first became a 10% beneficial owner of the voting securities of the target corporation, unless the business transaction or the acquisition of shares is approved by a majority
of the members of the target corporation’s board of directors prior to the time the acquiring person first became a 10% beneficial owner of the target corporation’s voting securities.
Such prohibited transactions include, among other things:
 
●
a merger or consolidation with, disposition of assets to, or issuance or redemption of stock to or from, the acquiring person;
 
 
 
●
termination of 5% or more of the employees of the target corporation as a result of the acquiring person’s acquisition of 10% or more of the shares; or
 
 
 
●
receipt by the acquiring person of any disproportionate benefit as a shareholder.
 
After the five-year period, a “significant business transaction” may occur if it complies with “fair price” provisions specified in the statute. A corporation may not “opt out” of this
statute. We expect the existence of this provision to have an antitakeover effect with respect to transactions that our board of directors does not approve in advance and may
discourage takeover attempts that might result in the payment of a premium over the market price for common stock held by shareholders or otherwise might benefit shareholders.
 
-2-
 

 
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 the State of Delaware.
 
●
Mary Jones, California LLC - A wholly-owned subsidiary of Mary Jones Holdings, Inc., existing under the laws of the State of California.
 
●
Mary Jones Michigan LLC - A wholly-owned subsidiary of Mary Jones Holdings, Inc., existing under the laws of the State of Michigan.
 
●
Pinestar Gold, Inc. - A wholly-owned subsidiary, incorporated in British Columbia.
 
●
Mary Jones Washington LLC - A wholly-owned subsidiary of Mary Jones Holdings, Inc., existing under the laws of the State of Washington.
 
●
Mary Jones Beverage LLC - A wholly-owned subsidiary of Mary Jones Holdings, Inc., existing under the laws of the State of Michigan.
 
●
Mary Jones Beverage (Michigan) LLC - A wholly-owned subsidiary of Mary Jones Holdings, Inc., existing under the laws of the State of Michigan.
 
●
Mary Jones Beverage (Canada) Inc. - A wholly-owned subsidiary, incorporated in British Columbia.
 
 
 

 
Exhibit 23.1
 
 
CONSENT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference in the Registration Statement of Jones Soda Co. on Form S-1 (File No. 333-281770, 333-265598, 333-263641), Form S-1/A (File No. 333-
225049), and on Form S-8 (File No. 333- 279232, 333-265133, and 333-233723) of our report dated March 31, 2025, with respect to our audits of the consolidated financial statements
of Jones Soda Co. as of December 31, 2024 and 2023 and for each of the two years in the period ended December 31, 2024, which report is included in this Annual Report on Form
10-K of Jones Soda Co. for the year ended December 31, 2024. 
 
/s/ Berkowitz Pollack Brant, Advisors + CPAs
 
New York, New York
March 31, 2025
 
 
 
 

 
EXHIBIT 31.1
 
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Scott Harvey, certify that:
 
1.
I have reviewed this Annual Report on Form 10-K of Jones Soda Co.;
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
 
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and
 
5.
The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
 
Date: March 31, 2025
 
 
 
 
 
 
By: /s/ Scott Harvey
 
 
Scott Harvey
Chief Executive Officer
(Principal Executive Officer)
 
 
 

 
EXHIBIT 31.2
 
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Brian Meadows, certify that:
 
1.
I have reviewed this Annual Report on Form 10-K of Jones Soda Co.;
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
 
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and
 
5.
The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
 
Date: March 31, 2025
 
 
 
 
 
 
By: /s/ Brian Meadows
 
 
Brian Meadows
Chief Financial Officer
(Principal Financial Officer)
 
 
 
 

 
Exhibit 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Annual Report of Jones Soda Co. (the “Company”) on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange
Commission on the date hereof (the “Form 10-K”), I, Scott Harvey, Chief Executive Officer of the Company, certify that, to my knowledge, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002:
 
(1) the Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
 
(2) the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: March 31, 2025
 
 
 
 
/s/ Scott Harvey
 
Scott Harvey
Chief Executive Officer
 
(Principal Executive Officer)
 
 
 
 

 
Exhibit 32.2
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Annual Report of Jones Soda Co. (the “Company”) on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange
Commission on the date hereof (the “Form 10-K”), I, Brian Meadows, Chief Financial Officer of the Company, certify that, to my knowledge, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002:
 
(1) the Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
 
(2) the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: March 31, 2025  
 
 
 
 
/s/ Brian Meadows
 
Brian Meadows
Chief Financial Officer
 
(Principal Financial Officer)