8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 25, 2023

Jones Soda Co.

(Exact Name of Registrant as Specified in Its Charter)

Washington

(State or Other Jurisdiction of Incorporation)

(206) 624-3357

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

None

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 25, 2023, the Board of Directors (the “Board”) of Jones Soda Co. (the “Company”) appointed Ronald Dissinger to serve as a director on the Board until the Company’s next meeting of stockholders. Mr. Dissinger has been selected to serve on the Audit Committee of the Board, as chair of such committee.

The appointment of Mr. Dissinger to the Board was not made pursuant to any arrangement or understanding with any other person.

There have been no transactions since the beginning of the Company’s last fiscal year and there are currently no proposed transactions to which the Company is a party, or intended to be a party, in which Mr. Dissinger has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K.

In connection with his appointment to both the Board and as Chair of the Audit Committee, Mr. Dissinger was granted 450,000 stock options, with an exercise price of $0.209 and vesting in equal amounts on May 25, 2024, May 25, 2025 and May 25, 2026, under the Company’s 2022 Ominbus Equity Incentive Plan, as described in the Company’s proxy statement on Schedule 14A for its 2022 Annual Meeting of Shareholders filed with the SEC on April 1, 2022.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ex_528476.htm

Exhibit 99.1

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

Seattle, WA – May 31, 2023 – Jones Soda Co. (OTCQB: JSDA)(CSE: JSDA) (“Jones” or the “Company”) is pleased to announce that Ronald Dissinger was appointed by the Company’s board of directors (the “Board”) to serve as a director on the Board until the Company’s next annual meeting of stockholders.

“Ron is a global financial executive who brings extensive experience in the CPG industry to the table, having served in financial leadership roles with Kellogg Company both domestically and internationally,” stated Paul Norman Chairman of the Board. “He has deep and broad knowledge of business operations and has provided strategic financial leadership and direction across all aspects of the business, including M&A,” explained Mr. Norman. Over Mr. Dissinger’s 30+ year career he has served in a number of financial roles including Assistant Controller, Vice President and Chief Financial Officer Europe, and Vice President and Chief Financial Officer North America, and in 2010, he was appointed Senior Vice President and Chief Financial Officer Kellogg Company globally, and served in this role until he retired. Mr. Dissinger obtained a bachelor of science from Albright College in 1980 and is also a Certified Management Accountant.

“We are excited to have Ron join the Board, and believe that his extensive background in accounting and finance will provide the Board with a valuable resource as we continue to focus on growth and diversification of our business,” concluded Mr. Norman.

About Jones Soda Co.

Jones Soda Co.® (CSE: JSDA, OTCQB: JSDA) is a leading craft soda manufacturer with a growing line of cannabis products. The Company markets and distributes premium craft sodas under the Jones® Soda and Lemoncocco® brands, and a variety of cannabis products under the Mary Jones brand. Jones’ mainstream soda line is sold across North America in glass bottles, cans and on fountain through traditional beverage outlets, restaurants and alternative accounts. The Company is headquartered in Seattle, Washington. For more information, visit www.jonessoda.com, www.myjones.com, www.drinklemoncocco.com or www.MaryJonesCannabis.com.

Company Contact:

Mark Murray

President and CEO

1-206-624-3357

Investor Relations Contact

Cody Cree

Gateway Group, Inc.

1-949-574-3860

JSDA@gatewayir.com

Neither the CSE nor its regulation services provider accepts responsibility for the adequacy or accuracy of this release.