10-K/A
Jones Soda Co. (JSDA)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-K/A
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the fiscal year ended December 31, 2025
| ☐ | 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.
(Exactname of registrant as specified in its charter)
| Washington | 52-2336602 |
|---|---|
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
1522Western Avenue, Suite 24150, Seattle, WA 98101
(Addressof principal executive offices)
(206)624-3357
(Registrant’stelephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act: None
Securitiesregistered 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 ☒
Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
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 ☒ 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 ☒ 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,<br> accelerated filer ☐ | Accelerated<br> filer ☐ | Non-accelerated<br> filer ☒ | Smaller<br> reporting company ☒ |
|---|---|---|---|
| Emerging<br> 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 ☒
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 ☒
The
aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $31,368,703 using the closing price on that day of $0.27.
As
of April 30, 2026, there were 118,778,488 shares of the registrant’s common stock issued and outstanding.
EXPLANATORY
NOTE
This Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”), originally filed by Jones Soda Co. with the Securities and Exchange Commission (the “SEC”) on March 31, 2026. Unless otherwise indicated or the context otherwise requires, all references in this Amendment No. 1 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 Amendment No. 1 to “Jones Soda” refer to our premium beverages, including Jones® Soda sold under the trademarked brand name “Jones Soda Co.®”
We are filing this Amendment No. 1 pursuant to General Instruction G(3) of Form 10-K, as we do not intend to file a definitive proxy statement for our 2026 annual meeting of shareholders within 120 days of the end of our fiscal year ended December 31, 2025. Accordingly, this Amendment No. 1 is being filed solely to:
| ● | amend<br> and restate Part III, Items 10 (Directors, Executive Officers and Corporate Governance),<br> 11 (Executive Compensation), 12 (Security Ownership of Certain Beneficial Owners and Management<br> Related Stockholder Matters), 13 (Certain Relationships and Related Transactions, and Director<br> Independence) and 14 (Principal Accountant Fees and Services) of our 2025 Annual Report,<br> in their entirety as set forth herein; |
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| ● | File<br> certain exhibits pursuant to Part I, Item 1 and Part IV, Item 15; and |
| ● | file<br> new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment No. 1 under Item<br> 15 of Part IV hereof pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
Because no financial statements have been included in this Amendment No. 1, and because this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, the corresponding certifications have been omitted. We do not include the certifications under Section 906 of the Sarbanes-Oxley Act of 2002, as no financial statements are being filed with this Amendment No. 1.
Except as set forth above, no other Items of our 2025 Annual Report have been amended or revised in this Amendment No. 1, and all such other Items shall be as set forth in such 2025 Annual Report. Accordingly, this Amendment No. 1 should be read in conjunction with the 2025 Annual Report and our other filings with the SEC. Certain capitalized terms used and not otherwise defined in this Amendment No. 1 have the meanings given to them in the 2025 Annual Report.
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JONES
SODA CO.
ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025
Table
of Contents
| Page | ||
|---|---|---|
| PART III | ||
| Item<br> 10. | Directors,<br> Executive Officers and Corporate Governance | 3 |
| Item<br> 11. | Executive<br> Compensation | 8 |
| Item<br> 12. | Security<br> Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 12 |
| Item<br> 13. | Certain<br> Relationships and Related Transactions, and Director Independence | 14 |
| Item<br> 14. | Principal<br> Accounting Fees and Services | 15 |
| PART IV | ||
| Item<br> 15 | Exhibits<br> and Financial Statement Schedules | 15 |
| SIGNATURES | 18 |
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PART
III
ITEM
- DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The following table and text set forth the names and ages of our directors and executive officers as of April 29, 2026. Our Board of Directors (the “Board” or “Board of Directors”) is comprised of only one class of directors. Also provided herein are brief descriptions of the business experience of each director and executive officer during the past five years (based on information supplied by them) and an indication of directorships held by each director in other public companies subject to the reporting requirements under United States federal securities laws.
| Name | Age | Title |
|---|---|---|
| Scott<br> Harvey | 64 | Chief<br> Executive Officer and President |
| Brian<br> Meadows | 61 | Chief<br> Financial Officer |
| Darcey<br> Maken | 50 | Chief<br> Operating Officer |
| Paul<br> Norman | 61 | Chairman<br> of the Board of Directors |
| Ronald<br> Dissinger | 67 | Director |
| Clive<br> Sirkin | 63 | Director |
| Gregg<br> Reichman | 65 | Director |
| Mark<br> Murray | 67 | Director |
ExecutiveOfficers
ScottHarvey, Chief Executive Officer and President
Scott Harvey was appointed as the Company’s Chief Executive Officer and President on February 5, 2025. Prior to joining the Company, Mr. Harvey served as Brand President of Dunn Brothers Coffee, a chain of coffee shops offering small-batch roast coffee, from July 2023 to February 2025. He has also held executive posts with Golden Krust Caribbean Bakery as President and Chief Executive Officer from January 2022 to July 2023, Black Rifle Coffee Company as President and Chief Operating Officer from September 2018 to August 2021, Nathan’s Famous as Executive VP from July 2015 to September 2018 and Einstein Noah Restaurant Group as SVP Restaurant Operations from January 1995 to June 2015. Mr. Harvey earned a B.S. in hotel and restaurant management from Johnson & Wales University.
BrianMeadows, Chief Financial Officer
Brian Meadows was appointed as the Company’s Chief Financial Officer on February 12, 2025. Mr. Meadows brings to the Company experience as a senior executive of companies in several industries. Since October 2020, Mr. Meadows has served as Chief Financial Officer of Atmofizer Technologies Inc. (CSE: ATMO) (OTC PINK: ATMFF), a clean technology company. From December 2020 to December 2024, Mr. Meadows served as Chief Financial Officer for Trubar Inc. (TSXV: SBBC) (OTCQX: SBBCF), a platform with diversified assets in the plant-based and wellness consumer product categories, and from 2018 to 2020 he worked as an independent consultant. From 2007 to 2018, Mr. Meadows served as Chief Financial Officer and from 2011 until 2018 he served as President of GLG Life Tech Corporation (TSX: GLG), a sustainable and vertically integrated producer of zero-calorie natural sweeteners. Mr. Meadows holds a BBA from Wilfrid Laurier University and an MBA from the University of Glasgow and has both Certified Financials Analyst (CFA) and a Certified Public Accountant (CPA) designations.
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DarceyMaken, Chief Operating Officer
Darcey Macken was appointed as the Chief Operating Officer on December 8, 2025. Since January 2023, Mr. Macken has served as CEO and Co-Founder of Myna Snacks, Inc., a digital snacking company launched in partnership with creator Imane “Pokimane” Anys and backed by Connect Ventures, where she built the organization, commercial model, and product portfolio while activating a large global audience. From October 2019 to October 2022, Ms. Macken was CEO of Planterra Foods, where she established the OZO™ plant-based protein brand, renovated a large-scale manufacturing facility, and launched more than 20 products across 12 countries. From April 2015 to October 2019, she held senior leadership roles at Sovos Brands and Noosa yoghurt, including serving as CEO/General Manager, where she led the business through its acquisition and drove revenue growth from approximately $45 million to more than $200 million. Ms. Macken spent over a decade at the Kellogg Company in multiple executive positions, including President of U.S. Sales and Senior Vice President, Global Sales, where she oversaw multibillion-dollar revenue portfolios, built global sales enablement frameworks, and drove operational and commercial excellence. She brings extensive experience in brand building, product innovation, global sales leadership, operational scale-up, and cross-functional team development. Ms. Macken holds a BBA from Mercer University.
Directors
PaulNorman, Chairman of the Board of Directors
Paul Norman has been a director of the Company since August 2019 and has served as the Chairman of the Company’s Board of Directors since March 15, 2022. In addition, from October 25, 2024 to February 5, 2025, Mr. Norman served as Interim Chief Executive Officer of the Company and from November 12, 2024 until February 5, 2025, he served as Interim Chief Financial Officer of the Company. Mr. Norman is a global consumer products leader with over 30 years of experience creating brand and shareholder value. He currently serves as a director on the board of directors of Simply Better Brands Corp. (TSX: SBBC) (OTCQB: PKANF), a platform with diversified assets in the plant-based and wellness consumer product categories. Mr. Norman previously served as the President of CHW Acquisition Corporation (Nasdaq: CHWA), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, from February 2021 to August 2022, when such company completed a business combination transaction. From 2019 to 2020, he served as chairman and CEO of HeavenlyRx, a privately held CBD wellness company. Prior to HeavenlyRx, Mr. Norman spent three decades at the Kellogg Company, the multinational food-manufacturing company, where he served as President of Kellogg’s North American business from 2015 to 2018, and Chief Growth Officer from 2013 to 2015. In addition to his time at Kellogg, from 2016 to 2018 Mr. Norman served as a member of the Grocery Manufacturers Association board of directors, where he served on the executive committee. He also served as a Trustee of the Food Marketing Institute Foundation board from 2016 to 2018. Mr. Norman received a bachelor’s degree with honors in French from Portsmouth Polytechnic. Mr. Norman was originally an “Investor Designee” of Heavenly Rx, as defined in the Investor Rights Agreement between the Company and Heavenly Rx (the “IRA”) and was appointed to the Board of Directors in accordance with the terms and conditions of such agreement. We believe Mr. Norman is qualified to serve as a director of our Company because of his extensive experience in the food and beverage industry as well as his experience holding senior executive positions in a Fortune 500 public company.
RonaldDissinger, Director
Ronald Dissinger has served as a director of the Company since May 2023 and from November 4, 2024 until November 12, 2024, he served as Interim Chief Financial Officer of the Company. Prior to joining the Board, from January 2010 until his retirement in 2017, Mr. Dissinger served as the Senior Vice President and Chief Financial Officer of the Kellogg Company. Previously, Mr. Dissinger had served in a number of financial roles with the Kellogg Company, including Assistant Controller, Vice President and Chief Financial Officer Europe, and Vice President and Chief Financial Officer North America. Mr. Dissinger obtained a bachelor of science from Albright College in 1980 and is also a Certified Management Accountant. We believe Mr. Dissinger brings to our Board of Directors executive leadership experience and expertise and finance and accounting.
CliveSirkin, Director
Clive Sirkin has been a director of the Company since August 2019. Mr. Sirkin is a seasoned marketing executive who has held various executive roles in large multinational consumer packaged goods companies. He was most recently the Chief Growth Officer for the Kellogg Company from January 2016 through February 2019. In this capacity he was a member of the company’s Executive Committee and was responsible for research and development, innovation, sales, marketing, research and analytics and setting the category strategy for the company. Prior to Kellogg, Mr. Sirkin served as the Chief Marketing Officer of Kimberly-Clark from March 2012 to November 2015, overseeing all marketing across their business to business and business to consumer divisions. This followed a more than 16 year career in advertising at Leo Burnett, where he served in various leadership capacities across multiple geographies culminating in being named Group Managing Director with responsibility for setting the global business strategy for the group. He also served on the Global Executive Committee and the board of the company. Mr. Sirkin currently serves on the boards of Screendragon ltd., Fyllo Tech, UCAN and 70 Faces Media. He earned a B. Comm. degree from the University of Witwatersrand in South Africa. Mr. Sirkin was originally an “Investor Designee” of Heavenly Rx, as defined in the IRA, and was appointed to the Board of Directors in accordance with the terms and conditions of such agreement. We believe Mr. Sirkin is qualified to serve on our Board of Directors because of his marketing expertise and experience in the food industry.
GreggReichman, Director
Gregg Reichman has been a director of the Company since February 2023. Mr. Reichman has served as the Co-Founder of Active Funding Group LLC (“AFG”) since 2009, a business that focuses on entrepreneurial real estate ventures and on the distressed real estate sector. Under Mr. Reichman’s guidance, AFG grew from a startup to a successful private lending company. We believe Mr. Reichman brings to our Board of Directors executive leadership experience and experience with mergers and acquisitions.
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MarkMurray, Director
Mark Murray was our President and Chief Executive Officer from December 2020 through June 2023, and has been a director of the Company since May 2021. Prior to that, he was the President of JGC Food Company (“JGC”), a privately-owned food manufacturer specializing in fresh soups, sauces, sides, and entrées, a position he held from 2017 to May 2019, and was previously the Vice President of Sales and Marketing of JGC from 2013 to 2017. In addition, he was previously the Vice President of Sales of Harry’s Fresh Foods from 2011 and 2013 and Vice President of National Accounts of Solo Cup Company from 2008 to 2011. Previous to 2008, Mr. Murray held numerous other roles in sales and marketing, including a 22-year career with Kraft Foods. Mr. Murray received a Bachelor of Arts degree in Marketing, from Michigan State University. We believe Mr. Murray is qualified to serve on our Board of Directors because he brings first-hand knowledge of the Company’s day-to-day operations as well as an understanding of the operational, financial and strategic issues facing our Company.
Committeeof our Board of Directors
The Board has an Audit Committee, a Compensation and Governance Committee (the “Compensation Committee”), and a Mergers and Acquisitions and Investments Committee. Our entire Board serves in place of a Nominating Committee, and our independent directors are responsible for, among other things, identifying individuals qualified to become members of our Board and approving director candidates for election to our Board. The composition and responsibilities of each of the committees of our Board of Directors are described below. Members serve on these committees until their death, resignation or until otherwise determined by our Board of Directors. Our Board of Directors may establish other committees as it deems necessary or appropriate from time to time.
AuditCommittee
The Audit Committee represents our Board in discharging its responsibilities relating to our accounting, reporting, financial and internal control practices, and any related party transactions. Among its responsibilities, the Audit Committee: is responsible for selecting, retaining or replacing our independent auditors; reviewing the scope, fees and result of their audit; reviewing the independence of our auditors; reviewing and approving any non-audit services and related fees; being informed of the auditors significant audit findings and management’s responses; reviewing the adequacy of our accounting and financial personnel; reviewing our financial reporting processes and internal controls over financial reporting and disclosure controls and procedures; and overseeing legal and regulatory compliance matters, including reviewing and approving all significant related party transactions and potential conflict of interest situations. In addition, the Audit Committee reviews our quarterly and annual financial statements and recommends their acceptance to the Board. The Audit Committee also periodically reviews, in consultation with the Compensation Committee, our Code of Conduct and Code of Ethics, and establishes and reviews (a) procedures for receipt, retention and treatment of complaints regarding our accounting, internal controls and auditing matters; and (b) procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The Audit Committee operates under a written charter setting forth the functions and responsibilities of the committee, which is reviewed by the committee on a periodic basis, and by the Board as appropriate. A current copy of the charter is available on our website at www.jonessoda.com under the Investor Relations tab under the heading “Corporate Governance.”
The Audit Committee is currently comprised of Messrs. Dissinger, (Chair), Sirkin, and Reichman. The Board have determined that, after consideration of all relevant factors, Messrs. Dissinger, Sirkin, and Reichman qualify as an “independent” director under applicable SEC and Nasdaq rules. Each member of the Audit Committee is able to read and understand fundamental financial statements, including our consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows. Further, no member of the Audit Committee has participated in the preparation of our consolidated financial statements, or those of any of our current subsidiaries, at any time during the past three years. The Board have determined that Ronald Dissinger qualifies as an “audit committee financial expert” as defined under applicable SEC rules.
Compensationand Governance Committee
The Compensation Committee is currently comprised of Mr. Sirkin (Chair), Mr. Reichman and Mr. Norman. Our Board has determined that, after consideration of all relevant factors, each of the directors who served on the Compensation Committee during the year ended December 31, 2025 qualified as “independent” and “non-employee” directors under applicable Nasdaq and SEC rules and qualified as an “outside director” pursuant to the Internal Revenue Code and the regulations promulgated thereunder. The Compensation Committee makes recommendations to our Board regarding our general compensation policies as well as the compensation plans and specific compensation levels for our executive officers.
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The Compensation Committee has a number of functions and responsibilities as delineated in its written charter, which is reviewed by the committee on an annual basis, and by our Board as appropriate. A copy of the Compensation Committee charter is available on our website at www.jonessoda.com under the Investor Relations tab under the heading “Corporate Governance.”
The primary functions of the Compensation Committee are to (i) assist our Board with its responsibilities relating to compensation of our Chief Executive Officer and other executives, employees and directors who are not our employees, (ii) advise our Board in connection with our retirement, welfare and other benefit plans, (iii) develop, update, as necessary, and recommend to our Board corporate governance principles and policies applicable to us, and monitor compliance with such principles and policies and (iv) administer our Clawback Policy. The Compensation Committee, when appropriate, may delegate authority to subcommittees and may delegate authority to one or more designated members of the committee, our Board or our officers. Additionally, the Compensation Committee, in its sole discretion, may retain compensation consultants, independent counsel, accounting and other professionals without seeking approval of our Board of Directors with respect to the selection, fees or retention terms for these advisors. The Compensation Committee did not retain a compensation consultant in 2025.
Under its charter, the Compensation Committee establishes and annually reviews policies regarding executive compensation. With respect to our Chief Executive Officer, the Compensation Committee solicits input from the full Board and, based on that input, develops corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluates the Chief Executive Officer’s performance in light of those goals and objectives and recommends to our Board the Chief Executive Officer’s compensation based on this evaluation and other relevant information. For other executive officers, the Chief Executive Officer provides the Compensation Committee with a performance assessment and recommendation regarding performance goals and compensation. The Compensation Committee reviews this information and the recommendations, as well as other relevant information, and recommends the compensation of these officers on an annual basis to our Board for approval. With respect to equity grants, the Compensation Committee has the authority, without approval from our Board, to approve all equity awards to employees and executive officers, although our general practice is to obtain approval from our Board of equity awards.
The Chief Executive Officer reports to the Compensation Committee periodically on the results of the evaluations of our executive officers (other than the Chief Executive Officer). In addition to the Chief Executive Officer’s involvement in setting individual performance goals, conducting evaluations and making compensation recommendations for other executive officers, our management team plays an active role in updating the Compensation Committee on the trends and challenges of hiring, retaining and competing for talent. The management team periodically suggests alternative forms of compensation or compensation strategies to assist the Compensation Committee in recommending to our Board compensation packages that will enable us to attract and retain key talent.
Under its charter, the Compensation Committee also reviews director compensation practices, including analysis of our practice in comparison to other companies, and recommends to our Board revisions to the Company’s director compensation program. In addition, the Compensation Committee develops, periodically reviews and recommends to our Board director and executive stock ownership guidelines, and provides oversight and recommendations to our Board regarding our tax-qualified and nonqualified benefit plans. In addition, the Compensation Committee develops and recommends to our Board procedures for selection of the Chairperson of the Board, and helps develop an annual meeting calendar for our Board. The Compensation Committee recommends to our Board, as appropriate, the number, type, functions and structure and independence of the committees of our Board, and helps determine procedures for selection of the Chief Executive Officer and assists with the development and maintenance of a succession plan. The Compensation Committee also periodically reviews, in consultation with the Audit Committee, our Code of Conduct and Code of Ethics, and consults with and supports the Audit Committee with respect to the establishment of (a) procedures for receipt, retention and treatment of complaints regarding our accounting, internal controls and auditing matters; and (b) procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The Compensation Committee also develops, reviews and recommends such other corporate governance policies and principles as it deems appropriate.
Mergersand Acquisitions and Investment Committee
The Mergers and Acquisitions and Investments Committee examines possible strategic acquisitions and significant investments by us to formulate recommendations concerning any such possible transactions to our Board as a whole. The Mergers and Acquisitions and Investments Committee is currently comprised of Messrs. Reichman (Chair), Dissinger, and Norman.
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DirectorNominations Process
Our entire Board serves as the Nominating Committee, and our independent directors are responsible for, among other things, identifying individuals qualified to become members of our Board and approving director candidates for election to our Board, including the development of policies and procedures to assist in the performance of these responsibilities. In the event there is a vacancy on our Board, the independent members of our Board will initiate the effort to identify appropriate director candidates. The independent members of our Board will also periodically review the appropriate size of our Board, any appropriate restrictions on service on our Board, such as term limits and retirement policy, standards regarding our definition of “independence,” establish performance criteria/expectations for director performance, and oversee the criteria and method for evaluating the effectiveness of our Board.
Codeof Ethics and Code of Conduct
We have a Code of Ethics that applies to our Chief Executive Officer and other senior financial officers, as well as a Code of Conduct applicable to all directors, officers and employees. A copy of each is posted on our website at www.jonessoda.com under the Investor Relations tab, under “Corporate Governance” and under the headings “Code of Ethics” and “Code of Conduct,” respectively. If we waive any material provision of our Code of Conduct or Code of Ethics for our Chief Executive Officer or senior financial officers or substantively change the codes, we will disclose that fact on our website within four business days.
Anti-hedging
As part of our Insider Trading Policy, all of our officers, directors and employees are prohibited from engaging in short sales of our securities and any hedging or monetization transactions involving our securities. Our Insider Trading Policy further prohibits such persons from holding our securities on margin in a margin account or otherwise pledging our securities. As of December 31, 2025, none of our directors or executive officers had pledged any shares of our common stock.
FamilyRelationships and Other Arrangements
There are no family relationships among our directors and executive officers. There are no arrangements or understandings between or among our executive officers and directors pursuant to which any director or executive officer was or is to be selected as a director or executive officer.
Involvementin Certain Legal Proceedings
We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K.
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InsiderTrading Policy
We have adopted a formal insider trading policy that governs the purchase, sale, and/or disposition of our securities, by directors, officers, and employees, that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. A copy of our insider trading policy is filed as Exhibit 19.1 to this Amendment No. 1. This policy has been designed to prevent insider trading or even allegations of insider trading.
ShareholderNominees for Director
There have been no material changes to the procedures by which shareholders may recommend nominees to the Board.
ITEM
11 . EXECUTIVE COMPENSATION.
SummaryCompensation Table
The following table shows, for the fiscal years ended December 31, 2025 and 2024, all compensation awarded or paid by us to, or earned by, the following persons (referred to as our “Named Executive Officers” or “NEOs”):
| Name and Principal<br> Position | Year | Salary<br> () | Bonus<br> () | Stock<br> Awards ()(1) | Option<br> Awards ()(2) | All<br> Other Compensation () | Total | ||
|---|---|---|---|---|---|---|---|---|---|
| Scott Harvey ^(4)^ | 2025 | 1,391,028 | |||||||
| Chief Executive Officer | 2024 | - | |||||||
| Paul Norman ^(3)^ | 2025 | - | |||||||
| Former Interim Chief Executive<br> Officer and Interim Chief Financial Officer | 2024 | ^(3)^ | 80,000 | ||||||
| Brian Meadows ^(5)^ | 2025 | 429,725 | |||||||
| Chief Financial Officer | 2024 | - | |||||||
| Jerry Goldner | 2025 | 288,068 | |||||||
| Chief Growth Officer | 2024 | 475.855 | |||||||
| Darcey Maken ^(6)^ | 2025 | 280,481 | |||||||
| Chief Operating Officer | 2024 | - | |||||||
| Gabe Carimi ^(7)^ | 2025 | 176,778 | |||||||
| VP Operations and General<br> Manager Mary Jones | 2024 | 168,525 |
All values are in US Dollars.
| (1) | Stock<br> awards awarded to NEOs consist primarily of RSUs issued under the Company’s 2022 Omnibus Equity Incentive Plan (the “2022<br> Plan”). The amounts shown do not reflect whether the recipient has actually realized or will realize a financial benefit from<br> such awards. The amounts shown represent the aggregate grant date fair value of awards granted as determined in accordance with Financial<br> Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). See Note 7 to our consolidated<br> financial statements included elsewhere in this Annual Report on Form 10-K regarding the assumptions underlying the valuation of<br> equity awards. |
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| (2) | Represents<br> the aggregate grant date fair value for awards granted, as applicable, in accordance with ASC Topic 718. See Note 7 to our consolidated<br> financial statements incorporated by reference in this Amendment No 1 regarding the assumptions underlying the valuation of equity<br> awards. |
| (3) | Mr.<br> Norman served as Interim Chief Executive Officer from October 25, 2024 to February 5, 2025<br> and Interim Chief Financial Officer from November 12, 2024 to February 5, 2025. He did not<br> receive any compensation for this role. Mr. Norman’s stock compensation is presented<br> under the “Director Compensation” section below.<br><br> <br>Mr.<br> Norman was granted restricted stock units in connection with his service on the Board and as chair of the Board. |
| (4) | Mr.<br> Harvey entered into an employment contract to serve as Chief Executive Officer on February 5, 2025 and was granted 4 million stock<br> options as with a vesting period of four years. |
| (5) | Mr.<br> Meadows entered into an employment contract to serve as Chief Financial Officer on February 5, 2025. Mr. Meadows also served as a<br> consultant for the month of January 2025 through February 4, 2025 prior to entering the contract on February 12, 2025. Mr. Meadows<br> received a stock option grant of 1,250,000 options with a vesting period of 4 years and an additional retention bonus grant of 750,000<br> options in August 2025 with a vesting period of 3 years. |
| (6) | Ms.<br> Maken entered into an employment contract to serve as Chief Operating Officer on December 8, 2025 and was granted 1 million stock<br> options with a vesting period of four years. |
| (7) | Mr.<br> Carimi left the role of VP Operations and General Manager Mary Jones on June 19, 2025 with the sale of the Mary Jones Cannaibis business.<br> Mr. Carimi continues to serve as a consultant to the Company. |
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NarrativeDisclosure to Summary Compensation Table
The following describes the material factors necessary to understand the compensation disclosed in the Summary Compensation Table above.
ScottHarvey. Mr. Harvey, the Company’s CEO has an annual base salary of $350,000 as of February 5, 2025. Additionally, Mr. Harvey is eligible to receive an annual cash bonus of $175,000 (the “Annual Bonus”) in the event that the Company achieved annual revenues in the applicable fiscal year of at least $24,947,871 (calculated in accordance with Generally Accepted Accounting Principles in the United States) (the “Harvey Revenue Target”) and at least $nil in annual adjusted EBITDA (as calculated in a manner consistent with the calculation of adjusted EBITDA in the previous fiscal year) (the “Harvey EBITDA Target”). Based on the Company’s performance, Mr. Harvey did receive an Annual Bonus payment in 2025.
Pursuant to the terms of the employment agreement between the Company and Scott Harvey, on February 5, 2025, the Board granted Mr. Harvey non-qualified stock options to purchase 4,000,000 shares of common stock of the Company pursuant to the 2022 Plan. The options were subject to time-based vesting as follows, in each case subject to Mr. Harvey’s continued service through the applicable time vesting date: (1) 1,333,333 of the options vested on February 5, 2026, (2) an additional 1,333,333 of the options scheduled to vest on February 5, 2027, (3) an additional 1,333,333 of the options scheduled to vest on February 5, 2028, and (4) the remaining 1,333,334 of the options scheduled to vest on February 5, 2029.
Pursuant to the terms of the employment agreement between the Company and David Knight, on June 8, 2023, the Board granted Mr. Knight non-qualified stock options to purchase 4,000,000 shares of common stock of the Company pursuant to the 2022 Plan. The options were subject to time-based vesting as follows, in each case subject to Mr. Knight’s continued service through the applicable time vesting date: (1) 1,333,333 of the options vested on June 19, 2024, (2) an additional 1,333,333 of the options was scheduled to vest on June 19, 2025, and (3) the remaining 1,333,334 of the options was scheduled to vest on June 19, 2026. On October 25, 2024, Mr. Knight ceased to serve as President and Chief Executive Officer of the Company and all of his unvested options were forfeited at that time.
BrianMeadows. Mr. Meadows, the Company’s CFO has an annual base salary of $250,000 as of February 5, 2025. Additionally, Mr. Meadows is eligible to receive an annual cash bonus of $87,500 (the “Annual Bonus”) in the event that the Company achieved annual revenues in the applicable fiscal year of at least $24,947,871 (calculated in accordance with Generally Accepted Accounting Principles in the United States) (the “Meadows Revenue Target”) and at least $nil in annual adjusted EBITDA (as calculated in a manner consistent with the calculation of adjusted EBITDA in the previous fiscal year) (the “Meadows EBITDA Target”). Based on the Company’s performance, Mr. Meadows did receive an Annual Bonus payment in 2025.
Pursuant to the option agreement between the Company and Brian Meadows, on January 5, 2025, the Board granted Mr. Meadows non-qualified stock options to purchase 1,250,000 shares of common stock of the Company pursuant to the 2022 Plan. The options were subject to time-based vesting as follows, in each case subject to Mr. Meadows’ continued service through the applicable time vesting date: (1) 312,500 of the options vested on January 5, 2026, (2) an additional 312,500 of the options scheduled to vest on January 5, 2027, (3) an additional 312,500 of the options scheduled to vest on January 5, 2028, and (4) the remaining 312,500 of the options scheduled to vest on January 5, 2029. Additionally, the Board granted Mr. Meadows non-qualified stock options to purchase 750,000 shares of common stock of the Company pursuant to the 2022 Plan on August 25, 2025. The options were subject to time-based vesting as follows, in each case subject to Mr. Meadows’ continued service through the applicable time vesting date: (1) 250,000 of the options vesting on August 25, 2026, (2) an additional 250,000 of the options scheduled to vest on August 25, 2027, and (3) the remaining 250,000 of the options scheduled to vest on August 25, 2029.
DarceyMcken. Ms. Macken has served as our Chief Operating Officer since December 8, 2025. Pursuant to an employment agreement between the Company and Ms. Macken, dated December 8, 2025, (the “Macken Employment Agreement”), Ms. Macken is entitled to receive an annual base salary of $300,000. Additionally, for each fiscal year during the term of her employment, Ms. Macken is eligible to receive an annual cash bonus of up to 35% of her annual base salary at the discretion of the Company’s Board of Directors. Further, Ms. Macken was granted non-qualified stock options to purchase up to 1,200,000 shares of the Company’s common stock under the Company’s 2022 Omnibus Equity Incentive Plan (the “Macken Stock Options”). The Macken Stock Options are scheduled to vest as follows: (i) 300,000 Macken Stock Options on December 8, 2026; (ii) 300,000 Macken Stock Options on December 8, 2027; and (iii) 300,000 Macken Stock Options on December 8, 2028; and (iv) the remaining 300,000 Macken Stock Options on December 8, 2029, in each case subject to Mr. Macken’s continued service with the Company as a consultant or an executive officer.
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| --- |
JerryGoldner. Mr. Goldner has served as our Chief Growth Officer since October 23, 2023. Pursuant to an employment agreement between the Company and Mr. Goldner, dated October 23, 2023 (the “Goldner Employment Agreement”), Mr. Goldner is entitled to a base salary of $250,000 per year (the “Goldner Base Salary”), and is eligible for an annual cash bonus of $87,500 (the “Goldner Annual Bonus”) in the event that the Company achieves annual revenues in the applicable fiscal year of an amounts established annually by the Compensation Committee (the “Goldner Revenue Target”) and in an amount in annual adjusted EBITDA (as calculated in a manner consistent with the calculation of adjusted EBITDA in the previous fiscal year) as established annually by the Compensation Committee (the “Goldner EBITDA Target”). In accordance with the terms of the Goldner Employment Agreement as part of the Goldner Annual Bonus, Mr. Goldner is eligible for an additional payment if the Company’s annual revenues and adjusted EBITDA both exceed the Goldner Revenue Target and the Goldner EBITDA Target respectively by at least 1%. The Annual Bonus is to be adjusted upward by 1% of the Goldner Base Salary, up to a maximum of 15% of the Goldner Base Salary, for each 1% of the lesser of either the Company’s actual annual revenues exceeding the Goldner Revenue Target or annual adjusted EBITDA exceeding the Goldner EBITDA Target. According to the Goldner Employment Agreement, the total Goldner Annual Bonus paid in any given year shall not exceed 50% of the Goldner Base Salary. Based on the Company’s performance, Mr. Goldner did not receive a Goldner Annual Bonus in 2024 but he did in 2025.
Pursuant to the terms of the Goldner Employment Agreement, on October 23, 2023, the Board granted Mr. Goldner non-qualified stock options to purchase 1,200,000 shares of common stock of the Company pursuant to the 2022 Plan. The options are subject to time-based vesting as follows, in each case subject to Mr. Goldner’s continued service through the applicable time vesting date: (1) 400,000 of the options vested October 24, 2024, (2) an additional 400,000 of the options vested on October 24, 2025, and (3) the remaining 400,000 of the options shall vest on October 24, 2026.
GabeCarimi. Mr. Carimi served as our (i) Vice President of Operations from March 4, 2024 to June 19, 2025, and (ii) General Manager of Mary Jones from October 2024 until June 19, 2025, when left the role of VP Operations and General Manager with the sale of the Mary Jones Cannabis business. Mr. Carimi continues to serve as a consultant to the Company. Pursuant to an offer letter dated February 27, 2024 (the “Carimi Offer Letter”), Mr. Carimi was entitled to a base salary of $200,000 per year, and was eligible for an annual cash bonus of 30% of his base salary in the event that the Company achieves annual revenues in the applicable fiscal year of an amount established annually by the Compensation Committee and in an amount in annual adjusted EBITDA (as calculated in a manner consistent with the calculation of adjusted EBITDA in the previous fiscal year) as established annually by the Compensation Committee. Mr. Carimi did not receive an annual bonus in 2025.
The Company also agreed in the Carimi Offer Letter to grant to Mr. Carimi non-qualified stock options to purchase 333,333 shares of common stock of the Company pursuant to the 2022 Plan, to vest annually in equal installments over a two-year period from the date of grant. Mr. Carimi left his role in June 2025 but continues to act as a consultant to the Company and his options are therefore still valid as long as he serves in this capacity.
OutstandingEquity Awards at Fiscal Year-End
The following table presents information about outstanding equity awards held by each of our Named Executive Officers as of December 31, 2025.
| Option<br> Awards | |||||||
|---|---|---|---|---|---|---|---|
| Number<br> of Securities<br><br> <br>Underlying<br> Unexercised<br><br> <br>Options<br> (#) | |||||||
| Name | Grant<br> Date | Exercisable | Unexercisable | Option<br> Exercise Price () | Option<br> Expiration Date | ||
| Scott Harvey ^(1)^ | 2/4/2025 | - | 4,000,000 | 2/4/2035 | |||
| Paul Norman ^(2)^ | - | - | - | - | |||
| Jerry Goldner^(3)^ | 10/24/2023 | 400,000 | 800,000 | 10/24/2033 | |||
| Brian Meadows^(4)(5)^ | 1/2/2025 | 1,250,000 | 1/2/2035 | ||||
| 8/25/2025 | 750,000 | 8/25/2035 | |||||
| Gabe Carimi^(6)^ | 6/13/2025 | - | 333,333 | 6/13/2035 | |||
| Darcey Maken^(7)^ | 12/8/2025 | - | 1,200,000 | 12/8/2035 |
All values are in US Dollars.
| (1) | Mr.<br> Harvey’s was granted 4,000,000 stock options granted in February 2025 with vesting over 4 years. |
|---|---|
| (2) | Mr.<br> Norman served as Interim Chief Executive Officer from October 25, 2024 to February 5, 2025 and Interim Chief Financial Officer from<br> November 12, 2024, to February 5, 2025. He did not receive any compensation for this role. Mr. Norman’s stock compensation<br> is presented under the Board of Directors Compensation information. |
| (3) | Mr.<br> Goldner was granted the following stock options which had the following vest as follows (in each case, subject to Mr. Goldner’s<br> continued service with the Company): |
| ● | Stock<br> options granted in October of 2023 vest over a period of 36 months, with 33% vesting after one year |
| --- | --- |
| (4) | Mr.<br> Meadows was granted 1,250,000 stock options in January 2025 with vesting over 4 years. |
| --- | --- |
| (5) | Mr.<br> Meadows was granted 750,000 stock options in August 2025 with vesting over 3 years. |
| (6) | Mr.<br> Carimi was granted 750,000 stock options in August 2025 with vesting over 3 years. |
| (7) | Ms.<br> Maken was granted 1,200,000 stock options in December 2025 with vesting over 4 years. |
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AdditionalNarrative Disclosure
On March 15, 2022, our Board adopted the 2022 Plan, which became effective upon approval by our shareholders on May 16, 2022. Under 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 of awards under the 2022 Plan. Additionally, the number of shares of the Company’s common stock available reserved under the 2022 Plan is subject to an annual increase on the first day of each calendar year beginning with the first January 1 following the effective date of the 2022 Plan and ending with the last January 1 during the initial ten-year term of the 2022 Plan, equal to the lesser of (A) 4% of the shares of the Company’s common stock outstanding (which shall include shares issuable upon the exercise or conversion of all outstanding securities or rights convertible into or exercisable for shares, including without limitation, preferred stock, warrants and employee options to purchase any shares) on the final day of the immediately preceding calendar year and (B) such lesser number of shares of common stock as determined by our Board. The Company may grant incentive stock options, non-statutory stock options, stock appreciation rights, RSUs, restricted stock units and other stock-based awards to participants to acquire shares of Company common stock under the 2022 Plan. The 2022 Plan is administered by the Compensation Committee.
CompensationPractices
We have evaluated the risks arising from our compensation policies and practices for our employees and concluded that such risks are not reasonably likely to have a material adverse effect on the Company. In this regard, the following factors, among others, were considered:
| ● | Compensation<br> is in line with the Company’s business plan and discourages inappropriate risk-taking for short-term gains; |
|---|---|
| ● | Long-term<br> incentive compensation is primarily in the form of stock options that generally vest over multiple year periods, thereby aligning<br> the interests of management and other key employees with the long-term interests of our shareholders; |
| ● | Annual<br> cash bonuses are discretionary and are not governed by a fixed formula; and |
| ● | Sales<br> commissions are not an element of our compensation practices for our Named Executive Officers or other senior management. |
DirectorCompensation
The following table sets forth information with respect to compensation paid by us to our non-employee directors during the last completed fiscal year ended December 31, 2025:
| Fees<br> Earned<br> or<br> Paid<br> in<br> Cash | Stock<br> Awards(1) | Option<br> Awards(2) | Non-Equity<br> Incentive<br> Plan<br> Compensation | Change<br> in<br> Pension<br> Value &<br> Nonqualified<br> Deferred<br> Compensation<br> Earnings | All<br> Other<br> Compensation | Total | |
|---|---|---|---|---|---|---|---|
| Name | () | () | () | () | () | () | () |
| Paul Norman^(3)^ | |||||||
| Clive Sirkin | |||||||
| Ronald Dissinger^(4)^ | |||||||
| Gregg Reichman | |||||||
| Mark Murray |
All values are in US Dollars.
| (1) | The<br> amounts in this column represent the aggregate grant date fair values for stock awards, computed in accordance with ASC Topic 718<br> for awards granted during the current year. For a discussion of valuation assumptions, see Note 7 to our financial statements included<br> in our 2024 Annual Report. |
|---|---|
| (2) | The<br> amounts in this column represent the aggregate grant date fair values for stock option awards, computed in accordance with ASC Topic<br> 718 for awards granted during the current year. For a discussion of valuation assumptions, see Note 7 to our financial statements<br> included in our 2024 Annual Report. |
| (3) | Mr.<br> Norman served as Interim Chief Executive Officer from October 25, 2024, to February 5, 2025 and Interim Chief Financial Officer from<br> November 12, 2024 to February 5, 2025, but did not receive any additional compensation for serving in such capacity. Mr. Norman’s<br> compensation for service on the Board is reported in the summary compensation table above |
| (4) | Mr.<br> Dissinger served as Interim Chief Financial Officer of the Company from November 4,<br> 2024, to November 12, 2024, but did not receive any additional compensation for serving in such capacity. |
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| --- |
In February 2023, the Board adopted a non-employee director compensation plan that consisted of a combination of cash and stock options. On July 16, 2025, Messrs. Norman, Sirkin, Dissinger and Reichman were granted 460,003 RSUs as compensation for service on the Board as well as service as chair of either the Board or a Board committee in 2024, while Mr. Murray was granted 373,753 RSUs for service on the Board in 2025. Such RSUs vested according to the following vesting schedule: 50% on July 16, 2025, 25% on September 30, 2025, and the remaining 25% on December 31, 2025.
We also maintain liability insurance for all of our directors and executive officers.
ClawbackPolicy
In order to align further management’s interests with the interests of our shareholders and to support good corporate governance practices, the Board has adopted a erroneously awarded compensation recovery policy, also known as a “clawback” policy. Subject to rules of the SEC and OTCQB, in the event that we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws, the Compensation Committee has the authority to determine the appropriate means of recovering from any of our current or former executive officers, as determined in accordance with such rules, who received performance-based compensation (including stock options awarded as compensation) during the period for which we are required to prepare an accounting restatement, based on the erroneous data, in excess of what would have been paid to the executive officer under the accounting restatement. The Compensation Committee may also take any other actions authorized by our Clawback Policy. A copy of our incentive compensation recovery policy is filed as Exhibit 97 to this amendment to Annual Report on Form 10-K/A.
CompanyPolicies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
The Compensation Committee last granted a stock option in December 2025. The Company does not grant stock options or similar awards to Section 16 Insiders, most SVPs, and other Vice Presidents and above who directly report to the Chief Executive Officer in anticipation of the release of material nonpublic information that is likely to result in changes to the price of the Company’s stock, such as a significant positive or negative earnings announcement, or time the public release of such information based on stock option grant dates. In addition, the Company does not grant stock options or similar awards during the four business days prior to or the one business day following the filing of its periodic reports or the filing or furnishing of a Current Report on Form 8-K that discloses material nonpublic information. These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of the Company’s stock on the date of grant. The Company typically grants annual retention stock options to all of its employees during the February Compensation Committee meeting. The Company also grants stock options to new hires soon after the employee start date.
The Company’s executive officers would not be permitted to choose the grant date for any stock option grants.
ITEM
- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.
The following table sets forth as of the date of this Amendment No. 1 certain information regarding the beneficial ownership of our outstanding common stock by the following persons or groups:
| ● | each<br> person who is known by us to own beneficially more than 5% of the outstanding shares of common stock; |
|---|---|
| ● | the<br> Named Executive Officers identified in the Summary Compensation Table above; |
| ● | each<br> of our directors; and |
| ● | all<br> of our directors and executive officers as a group. |
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Shares of common stock that may be acquired by an individual or group within 60 days of this Amendment No. 1, pursuant to the exercise of options or warrants or conversion of preferred stock or convertible debt are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Percentage of ownership is based on 115,865,227 shares of common stock outstanding as of Amendment No. 1.
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| --- |
Except as indicated in footnotes to this table and pursuant to applicable community property laws, we believe that the shareholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such shareholders. Unless otherwise indicated, the address for each director and executive officer listed is: c/o Jones Soda Co., 1522 Western Avenue, Suite 24150, Seattle, Washington 98101.
| Beneficial Ownership of Common Stock ^(1)^ | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Address<br> of Beneficial Owner | No.<br> of Shares | Securities<br> Currently Exercisable or Within 60 Days | Total<br> Beneficial Ownership | Percent<br> of Total | |||||||
| 5% Owners | |||||||||||
| SOL Verano Blocker 1 LLC | 12,883,205 | - | 12,883,205 | 10.9 | % | ||||||
| Executive Officers and Directors | |||||||||||
| Scott Harvey, Chief Executive Officer | - | - | - | - | |||||||
| Brian Meadows, Chief Financial Officer | - | - | - | - | |||||||
| Mark Murray, Director | 2,500,000 | 600,000 | (3) | 3,100,000 | 2.6 | % | |||||
| Jerry Goldner Chief Growth Officer | - | 800,000 | 800,000 | * | |||||||
| Darcey Maken, Chief Operating Officer | - | - | - | * | |||||||
| Clive Sirkin, Director | 3,041,607 | 922,372 | (4) | 3,963,979 | 3.4 | % | |||||
| Paul Norman, Director | 2,946,548 | 1,102,372 | (5) | 4,048,920 | (6) | 3.4 | % | ||||
| Gregg Reichman, Director | 1,876,668 | 299,667 | (7) | 2,176,335 | 1.8 | % | |||||
| Ronald Dissinger, Director | 1,041,397 | - | 1,041,397 | * | |||||||
| All current directors and<br> executive officers as a group (9) persons)^(10)^ | 11,406,220 | 3,724,411 | 15,130,631 | 12.8 | % |
* Less than one percent
(1) The table is based upon information supplied by such principal shareholders, executive officers and directors.
(3) Consists of 100,000 stock options with an exercise price of $0.59 per share and 500,000 stock options with an exercise price of $0.165 per share.
(4) Consists of 300,000 stock options with an exercise price of $0.209 per share, 400,000 stock options with an exercise price of $0.26 per share, 37,037 stock options with an exercise price of $0.675 per share, 104,690 stock options with an exercise price of $0.2388, per share, and 80,645 stock options with an exercise price of $0.31 per share.
(5) Consists of 300,000 stock options with an exercise price of $0.209 per share, 580,000 stock options with an exercise price of $0.26 per share, 37,037 stock options with an exercise price of $0.675 per share, 104,690 stock options with an exercise price of $0.2388, per share, and 80,645 stock options with an exercise price of $0.31 per share.
(6) The securities are owned by Paul Timothy Norman Trust. Paul Norman is the Trustee of Paul Timothy Norman Trust and in such capacity has the right to vote and dispose of the securities held by such trust. (7) Consists of 125,667 stock options with an exercise price of $0.209 per share and 174,000 stock options with an exercise price of $0.236
(8) Consists of Messrs. Harvey, Goldner, Norman, Sirkin, Reichman Murray, Carimi, Dissinger, Goldner, and Meadows.
| -13- |
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EquityCompensation Plan Information
The following table provides information as of December 31, 2025, 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 Plan.
| Plan Category | (a) No. of Shares to be Issued Upon Exercise<br> <br>or Vesting of Outstanding Stock Options, RSUs | (b) Weighted Average Exercise Price of Outstanding Stock<br> <br>Options, Warrants and Rights | (c)<br> Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities (a)) | |||
|---|---|---|---|---|---|---|
| Equity Compensation Plans Approved<br> by Shareholders | 15,926,682 | $ | 0.25 | 2,056,158 | ||
| Equity Compensation Plans Not Approved by Shareholders | N/A | N/A | N/A | |||
| TOTAL | 15,926,682 | $ | 0.25 | 2,056,158 |
ITEM
- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Certainrelationships and related transactions
We are not a party to any transactions and no transactions are currently proposed, in which the amount involved in the transaction exceeded the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere in this Annual Report on Form 10-K. We are not a party to any related party transactions, and no transactions are currently proposed in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest .
The Board, upon the recommendation of the Audit Committee, has adopted a written policy for the review and approval or ratification of related person transactions. Under the policy, our directors and executive officers are expected to disclose to our principal financial officer (or, if the transaction involves the principal financial officer, to the CEO) (either, as applicable, the “Designated Officer”) the material facts of any transaction that could be considered a related person transaction promptly upon gaining knowledge of the transaction. For purposes of our policy, a related person transaction is generally defined as any transaction involving a related person as defined under Item 404(a) of Regulation S-K, the SEC’s related person transaction disclosure rule, without regard to a dollar threshold for such transaction.
If the Designated Officer determines that the transaction is a related person transaction under our policy, the Designated Officer will notify the Chair of the Audit Committee and submit the transaction to the Audit Committee, which will review and determine whether to approve or ratify the transaction.
When determining whether to approve or ratify a related person transaction, the Audit Committee will review relevant facts regarding the related person transaction, including:
| ● | the<br> extent of the related person’s interest in the transaction; |
|---|---|
| ● | whether<br> the terms are comparable to those generally available in arm’s-length transactions; and |
| --- | --- |
| ● | whether<br> the related person transaction is consistent with the best interests of the Company. |
| --- | --- |
The related person involved in the related person transaction may participate in the approval/ratification process only to provide additional information as needed for the Audit Committee’s review. If any related person’s transaction is not approved or ratified by the Audit Committee, the Audit Committee may take such action in respect of the transaction as it may deem necessary or desirable in the best interests of the Company and its shareholders. If any related person transaction is ongoing or is part of a series of transactions, the Audit Committee may establish guidelines as necessary to appropriately review the ongoing related person transaction. After initial approval/ratification of the transaction, the Audit Committee will review the related person transaction on a regular basis (at least annually).
The Audit Committee is authorized to administer our related person transactions policy, and may amend, modify and interpret the policy as it deems necessary or desirable. Any material amendments or modifications to the policy will be reported to the full Board at its next regularly scheduled meeting. In addition, the Audit Committee will conduct a regular review and assessment of the policy.
DirectorIndependence
Our Board of Directors has determined that four of our directors, Messrs. Reichman, Norman, Dissinger, and Sirkin, are “independent directors” within the meaning of the listing standards of Nasdaq. In making its independent determinations, our Board of Directors considered all relationships between any of the directors and our Company.
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| --- |
ITEM
- PRINCIPAL ACCOUNTING FEES AND SERVICES.
AccountantFees and Services
The following table sets forth the aggregate fees billed by our current independent accountants, Davidson & Co., for professional services rendered in the fiscal years ended December 31, 2025 and 2024.
| 2025 | 2024 | |||
|---|---|---|---|---|
| Audit Fees ^(1)^ | $ | 265,703 | $ | — |
| Audit-Related Fees ^(2)^ | — | — | ||
| Tax fees ^(3)^ | — | — | ||
| All Other Fees ^(4)^ | — | — |
The following table sets forth the aggregate fees billed by our former independent accountants, Berkowitz Pollack Brant, for professional services rendered in the fiscal years ended December 31, 2025 and 2024.
| 2025 | 2024 | |||
|---|---|---|---|---|
| Audit Fees ^(1)^ | $ | 59,535 | $ | 215,000 |
| Audit-Related Fees ^(2)^ | 95,000 | 80,000 | ||
| Tax fees ^(3)^ | — | — | ||
| All Other Fees ^(4)^ | — | — | ||
| (1) | “Audit<br> Fees” represent fees for professional services provided in connection with the audit of our annual financial statements and<br> review of our quarterly financial statements included in our reports on Form 10-Q, and audit services provided in connection with<br> other statutory or regulatory filings, including without limitation, our Registration Statements on Form S-1. | |||
| --- | --- | |||
| (2) | “Audit-Related<br> Fees” generally represent fees for assurance and related services reasonably related to the performance of the audit or review<br> of our financial statements. | |||
| (3) | “Tax<br> Fees” generally represent fees for tax compliance, tax advice and tax planning. | |||
| (4) | “All<br> Other Fees” generally represents fees for products and services provided to the Company that are not otherwise reported in<br> the table. |
PART
IV
ITEM
- EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
| (a) | Documents<br> filed as part of this Annual Report on Form 10-K/Amendment No.1 is as follows: |
|---|---|
| 1) | Financial<br> Statements: Incorporated by reference to the consolidated financial statements, related notes and report of independent registered<br> public accounting firm are included in Item 8 of Part II of the 2024 Annual Report. |
| --- | --- |
| 2) | Financial<br> Statement Schedules: All schedules have been omitted because they are not applicable or not<br> required, or the required information is included in the financial statements or notes thereto. |
| 3) | Exhibits:<br> The required exhibits are included at the end of this Annual Report on Form 10-K and are described in the exhibit index. |
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| --- |
EXHIBIT
INDEX
The following exhibits are filed as part of this Annual Report on Form 10-K/Amendment No. 1 or are incorporated herein by reference. Where an exhibit is incorporated by reference, the document to which it is cross referenced is made.
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| --- | | 19.1 | Insider<br> Trading Policy (filed herewith) | | --- | --- | | 21.1 | Subsidiaries<br> of the Registrant (Previously filed with and incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form<br> 10-K filed on March 31, 2026; File No. 000-28820). | | 23.1 | Consent<br> of Davidson & Company LLP (Previously filed with and incorporated by reference to Exhibit 23.1 to the Company’s Annual<br> Report on Form 10-K filed on March 31, 2026; File No. 000-28820). | | 31.1 | Certification<br> by Scott Harvey, Chief Executive Officer, pursuant to Rule 13a-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Previously<br> filed with and incorporated by reference to Exhibit 31.1 to the Company’s Annual Report on Form 10-K filed on March 31, 2026;<br> File No. 000-28820). | | 31.2 | Certification<br> by Brian Meadows, Chief Financial Officer, pursuant to Rule 13a-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002<br> (Previously filed with and incorporated by reference to Exhibit 31.2 to the Company’s Annual Report on Form 10-K filed on March<br> 31, 2026; File No. 000-28820). | | 31.3 | Certification<br> by Scott Harvey, Chief Executive Officer, pursuant to Rule 13a-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed<br> herewith). | | 31.4 | Certification<br> by Brian Meadows, Chief Financial Officer, pursuant to Rule 13a-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002<br> (filed herewith). | | 32.1 | Certification<br> by Scott Harvey, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley<br> Act of 2002 (Previously filed with and incorporated by reference to Exhibit 32.1 to the Company’s Annual Report on Form 10-K<br> filed on March 31, 2026; File No. 000-28820). | | 32.2 | Certification<br> by Brian Meadows, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley<br> Act of 2002 (Previously filed with and incorporated by reference to Exhibit 32.2 to the Company’s Annual Report on Form 10-K<br> filed on March 31, 2026; File No. 000-28820). | | 97* | Clawback Policy (filed herewith). | | 101.INS** | Inline<br> XBRL Instance Document. | | 101.SCH** | Inline<br> XBRL Taxonomy Extension Schema Document. | | 101.CAL** | Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document. | | 101.DEF** | Inline<br> XBRL Taxonomy Extension Definition Linkbase Document. | | 101.LAB** | Inline<br> XBRL Taxonomy Extension Label Linkbase Document. | | 101.PRE** | Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document. | | 104 | Cover<br> Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | * | Management<br> contract or compensatory plan or arrangement. | | --- | --- | | ** | Pursuant<br> to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus<br> 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<br> are not subject to liability. | | + | Certain<br> portions of this exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. | | # | Certain<br> schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally a<br> copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. The Company may request confidential<br> treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished. |
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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.
| April<br> 30, 2026 | JONES<br> SODA CO. | |
|---|---|---|
| By: | /s/ Brian Meadows | |
| Chief Financial Officer |
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Exhibit19.1
INSIDERTRADING COMPLIANCE PROGRAM
In order to take an active role in the prevention of insider trading violations by its officers, directors, employees and other related individuals, Jones Soda Co. (the “Company”) has adopted the following policies and procedures:
Section1.02 I. Adoption of Insider Trading Policy
The Company has adopted the Insider Trading Policy attached as Exhibit A (the “Policy”), which prohibits trading based on material, non-public information regarding the Company (“Inside Information”). The Policy covers officers, directors and all other employees of, or consultants to, the Company, as well as family members of such persons, and others, in each case where such persons have or may have access to Inside Information. The Policy (and/or a summary thereof) is to be delivered to all new employees and consultants on the commencement of their relationships with the Company, and is to be circulated to all employees at least annually.
Section1.03 II. Designation of Certain Persons
A. The Company has determined that those persons listed on Exhibit B, as may be amended from time to time by the Company, are the directors and officers who are subject to the reporting and penalty provisions of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder (“Section 16 Individuals”).
B. The Company has determined that those persons listed on Exhibit C, as may be amended from time to time by the Company, together with the Section 16 Individuals listed on Exhibit B, are subject to the pre-clearance requirement described in Section IV.A. below, in that the Company believes such persons have, or are likely to have, access to Inside Information on a more frequent basis than other employees. Under special circumstances, certain persons not listed on Exhibit C may come to have access to Inside Information for a period of time. During such period, such persons should also be subject to the pre-clearance procedure described in Section IV.A. below.
Section1.04 III. Appointment of Compliance Person
The Company has appointed the Chief Financial Officer or Vice President of Finance (or his or her successor in office), or such other person reporting to the Chief Financial Officer or Vice President of Finance as he or she shall designate and oversee, as the Company’s Insider Trading Compliance Officer (the “Compliance Officer”).
Section1.05 IV. Duties of Compliance Officer
The duties of the Compliance Officer shall include, but not be limited to, the following:
A. Pre-clearance of all transactions involving Company Securities (as defined in Exhibit A) by those individuals listed on Exhibits B and C, in order to determine compliance with the Policy, insider trading laws, Section 16 of the Exchange Act and Rule 144 promulgated under the Securities Act of 1933, as amended.
B. Assistance in the preparation of Section 16 reports (Forms 3, 4 and 5) for all Section 16 Individuals.
C. Pre-approval of trading plans adopted pursuant to Rule 10b5-1 under the Exchange Act (a “Rule 10b5-1 Plan”).
D. Performance of cross-checks of available materials, which may include Forms 3, 4 and 5, Form 144, officers and directors questionnaires, and reports received from the Company’s stock administrator and transfer agent, to determine trading activity by officers, directors and others who have, or may have, access to Inside Information.
E. Circulation of the Policy (and/or a summary thereof) to all employees, including Section 16 Individuals, on an annual basis, and provision of the Policy and other appropriate materials to new officers, directors and others (including consultants and contractors to the Company and its subsidiaries) who have, or may have, access to Inside Information.
F. Assisting the Company’s Board of Directors in implementation of Sections I and II of this Program.
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EXHIBITA
JonesSoda Co. Insider Trading Policyand Guidelines with Respect to Certain Transactions in Company Securities
This Policy provides guidelines to employees, officers and directors of Jones Soda Co. (the “Company”) with respect to transactions in the Company’s securities.
Applicabilityof Policy
TransactionsSubject to the Policy
This Policy applies to all transactions in the Company’s securities, including common stock, options for common stock and any other securities the Company may issue from time to time, such as preferred stock, warrants and convertible debentures, as well as to derivative securities relating to the Company’s stock (such as stock options and restricted stock units), whether or not issued by the Company, such as exchange-traded options (collectively, “Company Securities”).
PersonsSubject to the Policy
This Policy applies to all officers of the Company, all members of the Company’s Board of Directors, and all employees of the Company and its subsidiaries. This group of people is sometimes referred to in this Policy as “Insiders.”
This Policy also applies to any person who receives Material Nonpublic Information (as defined below) from any Insider, and any consultant and contractor to the Company and its subsidiaries who receive or have access to Material Nonpublic Information. Any person who possesses Material Nonpublic Information regarding the Company is an Insider for so long as the information is not publicly known. Any employee can be an Insider from time to time, and would at those times be subject to this Policy.
This Policy applies to all family members who reside with Insiders (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in the household, and any family members who do not live in the Insider’s household but whose transactions in Company Securities are directed by the Insider or are subject to the Insider’s influence or control, such as parents or children who consult with the Insider before they trade in Company Securities (collectively referred to as “Family Members”). The Insider is responsible for the transactions of these other persons and therefore should make them aware of the need to confer with the Insider before they trade in Company Securities, and the Insider should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for such Insider’s own account. This Policy does not, however, apply to personal securities transactions of Family Members where the purchase or sale decision is made by a third party not controlled by, influenced by or related the Insider or Family Members.
This Policy applies to any entities that an Insider influences or controls, including any corporations, partnerships or trusts (collectively referred to as “Controlled Entities”), and transactions by these Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for the Insider’s account.
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Statementof Policy
Section1.06 General Policy:
It is the policy of the Company to oppose the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of Material Nonpublic Information in securities trading.
Section1.07 Specific Policies:
A. Trading on Material Nonpublic Information. No Insider, or consultant or contractor to the Company, and Family Members of any such person, shall engage in any transaction involving a purchase or sale of the Company Securities, including any offer to purchase or offer to sell, during any period commencing with the date that he or she possesses Material Nonpublic Information concerning the Company, and ending at the close of business on the second Trading Day following the date of public disclosure of that information, or at such time as such nonpublic information is no longer material. As used herein, the term “Trading Day” shall mean a day on which national stock exchanges and the National Association of Securities Dealers, Inc. Automated Quotation System (NASDAQ) are open for trading.
B. Tipping. No Insider shall disclose (“tip”) Material Nonpublic Information to any other person (including Family Members) where such information may be used by such person to his or her profit by trading in the Company Securities, nor shall such Insider or related person make recommendations or express opinions on the basis of Material Nonpublic Information as to trading in the Company Securities.
C. Confidentiality of Nonpublic Information. Nonpublic information relating to the Company is the property of the Company and the unauthorized disclosure of such information is forbidden.
D. Rule 10b5-1 Plans. An Insider may enter into a Rule 10b5-1 Plan to trade in the Company Securities without many of the restrictions contained in this Policy. In connection with Rule 10b5-1, the Company has adopted the following guidelines:
(1) Adoption. A Rule 10b5-1 Plan may be adopted only during an open Trading Window (defined below) when the Insider does not possess any Material Nonpublic Information. Any Rule 10b5-1 Plan must be pre-approved in writing by the Compliance Officer a minimum of 30 days in advance of the any trades made by the Insider pursuant to the Rule 10b5-1 Plan. In the case of Section 16 Individuals, reasonably prompt disclosure regarding a Rule 10b5-1 Plan’s adoption must be made through a press release or Current Report on Form 8-K. Insiders are not permitted to have more than one Rule 10b5-1 Plan in operation at a time.
(2) Trading. It is recommended that any Rule 10b5-1 Plan be designed such that that it (i) causes a number of smaller sales over a long period of time versus a large number of sales over a short period of time, and (ii) is consistent, to the extent applicable, with the Insider’s prior trading history to minimize the appearance of sales timed with Material Nonpublic Information. Insiders are discouraged from engaging in securities transactions outside Rule 10b5-1 Plans once they are established.
(3) Plan Alterations or Suspensions. An Insider may not deviate from his or her Rule 10b5-1 Plan; however, an Insider may modify a Rule 10b5-1 Plan in compliance with Rule 10b5-1, provided that any such modification may only be made during a Trading Window when the Insider does not possess Material Nonpublic Information. Insiders are discouraged from making frequent modifications. The Company may suspend trading under a Rule 10b5-1 Plan at such times and for such periods as may be advisable to ensure compliance with, among other things, applicable securities laws and regulations, rules of any applicable stock exchange, or contractual or accounting requirements in connection with acquisitions or dispositions by the Company or the Company’s purchases or sales of Company Securities.
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(4) Early Termination. If a Rule 10b5-1 Plan is terminated early, prompt disclosure regarding such termination must be made through a press release or Current Report on Form 8-K. An Insider’s Rule 10b5-1 Plan may include the following types of provisions for early termination: (a) a provision expressly stating that the Insider reserves the right to terminate the Rule 10b5-1 Plan under certain specified conditions (in order to demonstrate that any termination is not inconsistent with the plan’s original terms); (b) a provision specifying that if the Insider terminates the Rule 10b5-1 Plan and subsequently adopts a new Rule 10b5-1 Plan, that new Rule 10b5-1 Plan will not take effect for a period of at least 60 days after its adoption; or (c) a provision automatically terminating the plan at some future date, such as one year after adoption. An Insider may not adopt a new Rule 10b5-1 Plan or engage in new trades within 180 days following the early termination of a prior Rule 10b5-1 Plan.
Each Insider understands that the approval or adoption of a pre-planned selling program in no way reduces or eliminates such person’s obligations under Section 16 of the Exchange Act, including such person’s disclosure and short-swing trading liabilities thereunder. If any questions arise, such person should consult with their own counsel in implementing a Rule 10b5-1 Plan.
ProhibitedTransactions
The Company has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if the persons subject to this Policy engage in certain types of transactions. It therefore is the Company’s policy that any persons covered by this Policy may not engage in any of the following transactions:
Short-Term Trading. Short-term trading of Company Securities may be distracting to the person and may unduly focus the person on the Company’s short-term stock market performance instead of the Company’s long-term business objectives. For these reasons, any director, officer or other employee of the Company who purchases Company Securities in the open market may not sell any Company Securities of the same class during the six months following the purchase (or vice versa).
Short Sales. Short sales of Company Securities (i.e., the sale of a security that the seller does not own) may evidence an expectation on the part of the seller that the securities will decline in value, and therefore have the potential to signal to the market that the seller lacks confidence in the Company’s prospects. In addition, short sales may reduce a seller’s incentive to seek to improve the Company’s performance. For these reasons, short sales of Company Securities are prohibited. In addition, Section 16(c) of the Exchange Act prohibits officers and directors from engaging in short sales. (Short sales arising from certain types of hedging transactions are governed by the paragraph below captioned “Hedging Transactions.”)
Publicly Traded Options. Given the relatively short term of publicly-traded options, transactions in options may create the appearance that a director, officer or employee is trading based on material nonpublic information and focus a director’s, officer’s or other employee’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in put options, call options or other derivative securities, on an exchange or in any other organized market, are prohibited by this Policy. (Option positions arising from certain types of hedging transactions are governed by the next paragraph below.)
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Hedging Transactions. Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Such transactions may permit a director, officer or employee to continue to own Company Securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have ·the same objectives as the Company’s other shareholders. Therefore, directors, officers and employees are prohibited from engaging in any such transactions.
Margin Accounts and Pledged Securities. Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Company Securities, directors, officers and other employees are prohibited from holding Company Securities in a margin account or otherwise pledging Company Securities as collateral for a loan. (Pledges of Company Securities arising from certain types of hedging transactions are governed by the paragraph above captioned “Hedging Transactions.”)
Standing and Limit Orders. Standing and limit orders (except standing and limit orders under approved Rule 1Ob5-1 Plans, as described below) create heightened risks for insider trading violations similar to the use of margin accounts. There is no control over the timing of purchases or sales that result from standing instructions to a broker, and as a result the broker could execute a transaction when a director, officer or other employee is in possession of material nonpublic information.
PotentialCriminal and Civil Liability and/or Disciplinary Action
Section1.08 Liability for Insider Trading.
Insiders may be subject to penalties of up to $1,000,000 and up to ten years in jail for engaging in transactions in the Company Securities at a time when they have knowledge of nonpublic information regarding the Company.
Section1.09 Liability for Tipping.
Insiders may also be liable for improper transactions by any person (commonly referred to as a “tippee”) to whom they have disclosed nonpublic information regarding the Company or to whom they have made recommendations or expressed opinions on the basis of such information as to trading in the Company Securities. The Securities and Exchange Commission (the “SEC”) has imposed large penalties even when the disclosing person did not profit from the trading. The SEC, the stock exchanges and the NASDAQ use sophisticated electronic surveillance techniques to uncover insider trading.
Section1.10 Possible Disciplinary Actions.
Employees of the Company who violate this Policy shall also be subject to disciplinary action by the Company, which may include ineligibility for future participation in the Company’s equity incentive plans or termination of employment.
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RecommendedGuidelines
Section1.11 Recommended Trading Window.
To ensure compliance with this Policy and applicable federal and state securities laws, the Company strongly recommends that all directors, officers and employees having access to the Company’s internal financial statements or other Material Nonpublic Information refrain from conducting transactions involving the purchase or sale of the Company Securities other than during the following period (the “TradingWindow”):
The period in any fiscal quarter commencing after the close of business on the second (2^nd^) Trading Day following the date of public disclosure of the financial results for the prior fiscal quarter or year and ending on the fifteenth (15^th^) calendar day prior to the end of the fiscal quarter. If such public disclosure occurs on a Trading Day before the markets close, then such date of disclosure shall be considered the first Trading Day following such public disclosure. If such public disclosure occurs after the markets close on a Trading Day, then the date of public disclosure shall not be considered the first Trading Day following the date of public disclosure.
Summary of Trading Window:
| Start of trading window: | Two (2) trading days after public disclosure of financial<br> results. |
|---|---|
| End of trading window: | Fifteenth (15^th^) day prior to the end of<br> the fiscal quarter. |
The safest period for trading in the Company Securities, assuming the absence of Material Nonpublic Information, is generally the first ten (10) days of the Trading Window. Periods other than the Trading Window are more highly sensitive for transactions in the Company’s stock from the perspective of compliance with applicable securities laws. This is due to the fact that officers, directors and certain other employees will, as any quarter progresses, be increasingly likely to possess Material Nonpublic Information about the expected financial results for the quarter.
Event-Specific Trading Restriction Periods. From time to time, an event may occur that is material to the Company and is known by only a few directors, officers and/or employees. So long as the event remains material and nonpublic, the persons designated by the Compliance Officer may not trade Company Securities. In addition, the Company’s financial results may be sufficiently material in a particular fiscal quarter that, in the judgment of the Compliance Officer, designated persons should refrain from trading in Company Securities even during the Trading Window described above. In that situation, the Compliance Officer may notify these persons that they should not trade in the Company Securities, without disclosing the reason for the restriction. The existence of an event-specific trading restriction period or closing of the Trading Window may or may not be announced to the Company as a whole, and, if announced to only specific individuals, should not be communicated to any other person. Even if the Compliance Officer has not designated you as a person who should not trade due to an event-specific restriction, you should not trade while aware of material nonpublic information. Exceptions will not be granted during an event- specific trading restriction period.
Purpose of Trading Window. The purpose behind the recommended Trading Window is to help establish a diligent effort to avoid any improper transaction. An Insider may choose not to follow this suggestion, but he or she should be particularly careful with respect to trading outside the Trading Window, since the Insider may, at such time, have access to (or later be deemed to have had access to) Material Nonpublic Information regarding, among other things, the Company’s anticipated financial performance for the quarter.
It should be noted that even during the Trading Window any person possessing Material Nonpublic Information concerning the Company should not engage in any transactions in Company Securities until such information has been known publicly for at least two (2) Trading Days. Although the Company may from time to time recommend during a Trading Window that directors, officers, selected employees and others suspend trading because of developments known to the Company and not yet disclosed to the public, each person is individually responsible at all times for compliance with the prohibitions against insider trading. Trading in Company Securities during the Trading Window should not be considered a “safe harbor”, and all directors, officers and other persons should use good judgment at all times.
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Section1.12 Preclearance of Trades.
The Company has determined that all officers, directors and employees listed below in Exhibits B and C of the Company should refrain from trading in Company Securities, even during the Trading Window, without first complying with the Company’s “pre-clearance” procedures. Each officer, director and employees listed below in Exhibits B and C should contact the Compliance Officer prior to commencing any trade in the Company Securities.
The Company may also find it necessary, from time to time, to require compliance with the pre-clearance procedures from certain other employees, consultants and contractors other than and in addition to officers and directors.
Section1.13 Individual Responsibility.
Each officer, director and employee has the individual responsibility to comply with this Policy against insider trading, regardless of whether the Company has recommended a trading window to that Insider or any other Insiders of the Company. The guidelines set forth in this Policy are guidelines only, and appropriate judgment should be exercised in connection with any trade in Company Securities.
An Insider may, from time to time, have to forego a proposed transaction in Company Securities even if he or she planned to make the transaction before learning of the Material Nonpublic Information and even though the Insider believes he or she may suffer an economic loss or forego anticipated profit by waiting.
Applicabilityof Policy to Inside Information Regarding Other Companies
This Policy and the guidelines described herein also apply to Material Nonpublic Information relating to other companies, including the Company’s customers, vendors or suppliers (“business partners”), when that information is obtained in the course of employment with, or other services performed on behalf of, the Company. Civil and criminal penalties, and termination of employment, may result from trading on inside information regarding the Company’s business partners. All employees should treat Material Nonpublic Information about the Company’s business partners with the same care required with respect to information related directly to the Company.
Definitionof Material Nonpublic Information
It is not possible to define all categories of material information. However, information should be regarded as material if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding the purchase or sale of Company Securities.
While it may be difficult under this standard to determine whether particular information is material, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material. Examples of such information may include:
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Financialresults
| ● | Projections of future earnings<br> or losses |
|---|---|
| ● | News of a pending or proposed<br> merger |
| ● | News of the disposition<br> of a subsidiary |
| ● | Impending bankruptcy or<br> financial liquidity problems |
| ● | Gain or loss of a substantial<br> customer or supplier |
| ● | Changes in dividend policy |
| ● | New product announcements<br> of a significant nature |
| ● | Significant product defects<br> or modifications |
| ● | Significant pricing changes |
| ● | Stock splits |
| ● | New equity or debt offerings |
| ● | Acquisitions |
| ● | Significant litigation<br> exposure due to actual or threatened litigation |
| ● | Major changes in senior<br> management. |
Either positive or negative information may be material.
Nonpublic information is information that has not been previously disclosed to the general public and is otherwise not available to the general public.
CertainExceptions
Stock Options. For purposes of this Policy, the exercise of stock options for cash under the Company’s stock option plans or the purchase of shares under the Company’s employee stock purchase plan (but not the sale of any such shares) is exempt from this Policy, since the other party to the transaction is the Company itself and the price does not vary with the market but is fixed by the terms of the option agreement or the plan. This Policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, any other market sale for the purpose of generating the cash needed to pay the exercise price of an option, or any other market sale of the stock received upon exercise of stock options.
Restricted Stock and RSUs. This Policy does not apply to the vesting of restricted stock or restricted stock units, or the exercise of a tax withholding right pursuant to which an Insider elects to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock or restricted stock units. The Policy does apply, however, to any market sale of restricted stock and any sale of stock acquired upon the vesting of restricted stock units.
401(k) Plan. This Policy does not apply to purchases of Company Securities in the Company’s 401 (k) plan resulting from your periodic contribution of money to the plan pursuant to your payroll deduction election. This Policy does apply, however, to certain elections you may make under the 401(k) plan, including: (a) an election to increase or decrease the percentage of your periodic contributions that will be allocated to the Company stock fund; (b) an election to make an intra-plan transfer of an existing account balance into or out of the Company stock fund; (c) an election to borrow money against your 401(k) plan account if the loan will result in a liquidation of some or all of your Company stock fund balance; and (d) an election to pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to the Company stock fund. It should be noted that sales of Company Securities from a 401(k) account is also subject to Rule 144, and therefore affiliates should ensure that a Form 144 is filed when required.
The restrictions on trading on the basis Material Nonpublic Information, the Trading Window, and the Company’s pre-clearance procedures do not apply to transactions made in accordance with a Rule 10b5-1 Plan in compliance with this Policy.
AdditionalInformation - - Directors and Officers
Directors and officers of the Company must also comply with the reporting obligations and limitations on short-swing transactions set forth in Section 16 of the Securities Exchange Act of 1934, as amended. The practical effect of these provisions is that officers and directors who purchase and sell Company Securities within a six-month period must disgorge all profits to the Company whether or not they had knowledge of any Material Nonpublic Information. Under these provisions, and so long as certain other criteria are met, neither the receipt of an option under the Company’s option plans, nor the exercise of that option nor the receipt of stock under the Company’s employee stock purchase plan is deemed a purchase under Section 16; however, the sale of any such shares is a sale under Section 16. Moreover, no officer or director may ever make a short sale of the Company’s stock. The Company has provided, or will provide, separate memoranda and other appropriate materials to its officers and directors regarding compliance with Section 16 and its related rules.
Inquiries
Please direct your questions as to any of the matters discussed in this Policy to the Compliance Officer.
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EXHIBITB
Officersand Directors Subject to Section 16
Directors:
Officers:
| Name: | Office: |
|---|
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EXHIBITC
AdditionalPersons Subject to Pre-Clearance
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Exhibit31.3
CERTIFICATIONPURSUANT TO
RULE13a-14(a) or RULE 13d-14(a) OF THE
SECURITIESEXCHANGE ACT OF 1934
I, Scott Harvey, certify that:
| 1. | I<br> have reviewed this Amendment No. 1 to the annual report on Form 10-K of Jones Soda Co.; and |
|---|---|
| 2. | Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report. |
Date: April 30, 2026
| /s/<br> Scott Harvey |
|---|
| Scott Harvey |
| Chief Executive Officer |
| (Principal Executive Officer) |
Exhibit31.4
CERTIFICATIONPURSUANT TO
RULE13a-14(a) or RULE 13d-14(a) OF THE
SECURITIESEXCHANGE ACT OF 1934
I, Brian Meadows, certify that:
| 1. | I<br> have reviewed this Amendment No. 1 to the annual report on Form 10-K of Jones Soda Co.; and |
|---|---|
| 2. | Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report. |
| --- | --- |
Date: April 30, 2026
| /s/<br> Brian Meadows |
|---|
| Brian Meadows |
| Chief Financial Officer |
| (Principal Financial Officer) |
Exhibit97
JONESSODA CO.
CLAWBACK POLICY
| I. | Purpose and Scope |
|---|
The Board of Directors (the “Board”) of the Company believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this Clawback Policy (this “Policy”), which provides for the recovery of erroneously awarded Compensation in the event of a Triggering Event (as defined below). Unless otherwise defined herein, the capitalized terms have the meanings set forth under “XIII. Definitions.”
| II. | Administration |
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This Policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 of the Exchange Act, Nasdaq Listing Rule 5608, and other regulations, rules and guidance of the Securities and Exchange Commission (the “SEC”) thereunder, and related securities regulations and regulations of the stock exchange or association on which Company’s shares of common stock are listed (collectively, the “Listing Standards”). This Policy shall be administered by the Compensation Committee of the Board (the “Committee”).
Any determinations made by the Committee shall be final and binding. In addition, the Company shall file all disclosures with respect to this Policy in accordance with the Listing Standards. The Committee hereby has the power and authority to enforce the terms and conditions of this Policy and to use any and all of the Company’s resources it deems appropriate to recoup any excess Compensation subject to this Policy.
| III. | Covered Executives |
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This Policy applies to the Company’s current and former Covered Executives, as determined by the Committee in accordance with the Listing Standards.
| IV. | Events That Trigger Recoupment Under This Policy |
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The Board or Committee will be required to recoup any excess Compensation received by any Covered Executive during the three (3) completed fiscal years (together with any interim stub fiscal year period(s) of less than nine (9) months resulting from the Company’s transition to different fiscal year measurement dates) immediately preceding the date the Company is deemed (as determined pursuant to the immediately following sentence) to be required to prepare a Covered Accounting Restatement (the “Three-Year Recovery Period”) irrespective of any fault, misconduct or responsibility of such Covered Executive for the Covered Accounting Restatement. For purposes of the immediately preceding sentence, the Company is deemed to be required to prepare a Covered Accounting Restatement on the earlier of (A) the date upon which the Board or applicable committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Covered Accounting Restatement; or (B) the date a court, regulator, or other legally authorized body directs the Company to prepare a Covered Accounting Restatement (each, a “Triggering Event”).
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| --- | | V. | Excess Compensation: Amount Subject to Recovery | | --- | --- |
The amount of Compensation to be recovered shall be the excess of the Compensation received by the Covered Executive over the amount of Compensation which would have been received by the Covered Executive had the amount of such Compensation been calculated based on the restated amounts, as determined by the Committee. For purposes of this Policy, Compensation shall be deemed “received”, either wholly or in part, in the fiscal year during which any applicable Financial Reporting Measure is attained, even if the payment, vesting or grant of such Compensation occurs after the end of such fiscal year. Amounts required to be recouped under this Policy shall be calculated on a pre-tax basis. The date of receipt of the Compensation depends upon the terms of the award of such Compensation. For example:
| a. | If<br> the grant of an award of Compensation is based, either wholly or in part, on the satisfaction<br> of a Financial Reporting Measure performance goal, then the award would be deemed received<br> in the fiscal period when that measure was satisfied; |
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| b. | If<br> the vesting of an equity award of Compensation occurs only upon the satisfaction<br> of a Financial Reporting Measure performance condition, then the award would be deemed received<br> in the fiscal period when it vests; |
| c. | If<br> the earning of a non-equity incentive plan award of Compensation is based on the satisfaction<br> of the relevant Financial Reporting Measure performance goal, then the non-equity incentive<br> plan award will be deemed received in the fiscal year in which that performance goal is satisfied;<br> and |
| d. | If<br> the earning of a cash award of Compensation is based on the satisfaction of a Financial<br> Reporting Measure performance goal, then the cash award will be deemed received in the fiscal<br> period when that measure is satisfied. |
It is specifically understood that, to the extent that the impact of the Covered Accounting Restatement on the amount of Compensation received cannot be calculated directly from the information in the Covered Accounting Restatement (e.g., if such restatement’s impact on the Company’s share price is not clear), then such excess amount of Compensation shall be determined based on the Committee’s reasonable estimate of the effect of the Covered Accounting Restatement on the share price or total shareholder return upon which the Compensation was received. The Company shall maintain documentation for the determination of such excess amount and provide such documentation to the Nasdaq Stock Market (“Nasdaq”).
| VI. | Method of Recovery |
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The Committee shall determine, in its sole discretion, the methods for recovering excess Compensation hereunder, which methods may include, without limitation:
| a. | requiring<br> reimbursement of cash Compensation previously paid; |
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| b. | seeking<br> recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other<br> disposition of any equity-based awards; |
| c. | offsetting<br> the recouped amount from any compensation otherwise owed by the Company to the Covered Executive; |
| d. | cancelling<br> outstanding vested or unvested equity awards; and/or |
| e. | taking<br> any other remedial and recovery action permitted by law, as determined by the Committee. |
Notwithstanding anything in this Section VI, and subject to applicable law, the Committee may cause recoupment under this Policy from any amount of Compensation approved, awarded, granted, paid, or payable to any Covered Executive prior to, on, or following the Effective Date (as defined below).
| VII. | Impracticability |
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The Committee shall recover any excess Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Committee in accordance with the Listing Standards. It is specifically understood that recovery shall only be deemed impractical if (A) the direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered (before concluding that it would be impracticable to recover any amount of erroneously awarded Compensation based on the expense of enforcement, the Committee shall make a reasonable attempt to recover such erroneously awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to Nasdaq); (B) recovery would violate home country law where that law was adopted prior to the November 28, 2022 (before concluding that it would be impracticable to recover any amount of erroneously awarded Compensation based on violation of home country law, the Committee shall obtain an opinion of home country counsel, acceptable to the applicable national securities exchange or association on which the Company’s shares of common stock are trading, that recovery would result in such a violation, and must provide such opinion to the exchange or association); or (C) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the registrant, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a), and the regulations promulgated thereunder.
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| --- | | VIII. | Other Recoupment Rights; Acknowledgement | | --- | --- |
The Committee may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company. The Company shall provide notice and seek written (including e-mail) acknowledgement of this Policy from each Covered Executive; provided, that the failure to provide such notice or obtain such acknowledgement shall have no impact on the applicability or enforceability of this Policy to, or against, any Covered Executive.
| IX. | No Indemnification of Covered Executives |
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Notwithstanding any right to indemnification under any plan, policy or agreement of the Company or any of its affiliates, the Company shall not indemnify any Covered Executives against the loss of any excess Compensation. In addition, the Company shall be prohibited from paying or reimbursing a Covered Executive for premiums of any third-party insurance purchased to fund any potential recovery obligations.
| X. | Indemnification |
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To the extent allowable pursuant to applicable law, each member of the Board and the Committee and any officer or other employee to whom authority to administer any component of this Policy is designated shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to this Policy and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided, however, that he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled pursuant to the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
| XI. | Effective Date |
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This Policy shall be effective as of the date the Policy is adopted by the Board (the “Board Adoption Date”). This Policy shall apply to any Compensation that is received by Covered Executives on or after the date of the Company’s initial public offering (the “Effective Date”), even if such Compensation was approved, awarded, granted, or paid to Covered Executives prior to the Effective Date or the Board Adoption Date.
| XII. | Amendment and Termination; Interpretation |
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The Board may amend this Policy from time to time in its sole discretion and shall amend this Policy as it deems necessary to reflect and comply with further regulations, rules and guidance of the SEC and Listing Standards. The Board may terminate this Policy at any time.
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The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. This Policy is designed and intended to be interpreted in a manner that is consistent with the requirements of the Listing Standards. To the extent there is any inconsistency between this Policy and such regulations, rules and guidance, such regulations, rules and guidance shall control, and this Policy shall be deemed amended to incorporate such regulations, rules and guidance until or unless the Board or the Committee expressly determine otherwise.
This Policy shall be applicable, binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives to the fullest extent of the law. For the avoidance of doubt, this Policy shall be in addition to (and not in substitution of) any other clawback policy of the Company in effect from time to time or applicable to any Covered Executive.
| XIII. | Definitions |
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For purposes of this Policy, the following terms shall have the following meanings:
| 1. | “Company”<br> means Jones Soda Co., a Washington corporation. |
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| 2. | “Compensation”<br> means any compensation which was approved, awarded or granted to, or earned by a Covered<br> Executive (A) while the Company had a class of securities listed on a national securities<br> exchange or a national securities association, and (B) on or after the Effective Date (including<br> any award under any short-term or long-term incentive compensation plan of the Company, including<br> any other short-term or long-term cash or equity incentive award or any other payment) that,<br> in each case, is granted, earned, or vested based wholly or in part upon the attainment of<br> any Financial Reporting Measure (i.e., any measures that are determined and presented in<br> accordance with the accounting principles used in preparing the Company’s financial<br> statements, and any measure that is derived wholly or in part from such measures, including<br> share price and total shareholder return). Compensation may include (but is not limited to)<br> any of the following: |
| a. | Annual<br> bonuses and other short- and long-term cash incentives; |
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| b. | Stock<br> options; |
| c. | Stock<br> appreciation rights; |
| d. | Restricted<br> shares; |
| e. | Restricted<br> share units; |
| f. | Performance<br> shares; and |
| g. | Performance<br> units. |
| 3. | “Covered Accounting Restatement” means any accounting restatement of the Company’s<br> financial statements due to the Company’s material noncompliance with any financial<br> reporting requirement under U.S. securities laws. A Covered Accounting Restatement includes<br> any required accounting restatement to correct an error in previously issued financial statements<br> that is material to the previously issued financial statements (commonly referred to as “Big<br> R” restatements) or that would result in a material misstatement if the error were<br> corrected in the current period or left uncorrected in the current period (commonly referred<br> to as “little r” restatements). A Covered Accounting Restatement does not include<br> (A) an out-of-period adjustment when the error is immaterial to the previously issued financial<br> statements, and the correction of the error is also immaterial to the current period; (B)<br> a retrospective application of a change in accounting principle; (C) a retrospective revision<br> to reportable segment information due to a change in the structure of an issuer’s internal<br> organization; (D) a retrospective reclassification due to a discontinued operation; (E) a<br> retrospective application of a change in reporting entity, such as from a reorganization<br> of entities under common control; or (F) a retrospective revision for stock splits, reverse<br> stock splits, stock dividends or other changes in capital structure. |
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| --- | | 4. | “Covered Executive” means any person who: | | --- | --- | | a. | Has<br> received applicable Compensation: | | --- | --- | | i. | During<br> the Three-Year Recovery Period; and | | --- | --- | | ii. | After<br> beginning service as an Executive Officer; and | | b. | Has<br> served as an Executive Officer at any time during the performance period for such Compensation. | | --- | --- | | 5. | “Exchange Act” means the Securities Exchange Act of 1934, as amended. | | --- | --- | | 6. | “Executive Officer(s)” means an “executive officer” as defined in Exchange Act<br> Rule 10D-1(d) and the Listing Standards and includes any person who is the Company’s<br> president, principal financial officer, principal accounting officer (or if there is no such<br> accounting officer, the controller), any vice president of the Company in charge of a principal<br> business unit, division, or function (such as sales, administration, or finance), any other<br> officer who performs a policy-making function, or any other person who performs similar policy-making<br> functions for the Company (with any executive officers of the Company’s parent(s) or<br> subsidiaries being deemed Covered Executives of the Company if they perform such policy making<br> functions for the Company), and such other senior executives or employees who may from time<br> to time be deemed subject to the Policy by the Board in its sole discretion. All executive<br> officers of the Company identified by the Board pursuant to 17 CFR 229.401(b) shall be deemed<br> “Executive Officers.” | | 7. | “Financial Reporting Measure(s)” means any measures that are determined and presented in accordance<br> with the accounting principles used in preparing the Company’s financial statements,<br> and any measure that is derived wholly or in part from such measures, including share price<br> and total shareholder return, including, but not limited to, financial reporting measures<br> including “non-GAAP financial measures” for purposes of Exchange Act Regulation<br> G and 17 CFR 229.10, as well other measures, metrics and ratios that are not non-GAAP measures,<br> like same store sales. Financial Reporting Measures may or may not be included in a filing<br> with the SEC and may be presented outside the Company’s financial statements, such<br> as in Management’s Discussion and Analysis of Financial Conditions and Results of Operations<br> or the performance graph. Financial Reporting Measures include, without limitation, any of<br> the following: | | a. | Company<br> share price; | | --- | --- | | b. | Total<br> shareholder return; | | c. | Revenues; | | d. | Net<br> income; | | e. | Earnings<br> before interest, taxes, depreciation, and amortization (EBITDA); | | f. | Funds<br> from operations; | | g. | Liquidity<br> measures such as working capital or operating cash flow; | | h. | Return<br> measures such as return on invested capital or return on assets; and | | i. | Earnings<br> measures such as earnings per share. |
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