JSDA 8-K
Jones Soda Co. (JSDA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement
Sale of Promissory Note
As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission by Jones Soda Co. (the “Company”) on June 30, 2025 (the “Prior 8-K”), on June 19, 2025, the Company was issued a secured promissory note by MJ Reg Disrupters, LLC (“Debtor”) in the original principal amount of $2,510,601.30 (the “Note”). The description of the Note is qualified in its entirety by reference to the Prior 8-K.
On January 16, 2026, the Company entered into an Assignment and Assumption of Debt Agreement (the “Agreement”) with Two Shores Capital Corp. (“Assignee”), and Debtor pursuant to which the Company agreed to assign the Note to Assignee for a cash payment of $1,400,000. As of December 31, 2025, the remaining balance under the Note was $2,000,000, which was due by June 2028 in separate installments. Pursuant to the Agreement, the Company also agreed to issue Assignee warrants to purchase 550,000 shares of the Company’s common stock for $0.40 per share. The warrants are exercisable for three years.
The Company intends to use the proceeds for general working capital.
Item 1.02 Termination of a Material Definitive Agreement
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 23, 2026 | JONES SODA CO. |
| /s/ Brian Meadows | |
| Brian Meadows | |
| Chief Financial Officer |
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