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.
On December 1, 2025, Jones Soda Co. (USA) Inc. (the “Subsidiary”), a wholly-owned subsidiary of Jones Soda Co. entered into an Amendment to Loan Agreement (the “Amended Loan Agreement”) with Two Shores Capital Corp. (the “Lender”), pursuant to which that certain Loan Agreement, dated February 6, 2025, between Subsidiary and Lender (the “Original Loan Agreement”), was amended by increasing the Revolving Loan Cap (as defined in the Original Loan Agreement) to $10 million.
Additionally, on December 1, 2025, the Subsidiary entered into an Amended and Restated Revolving Credit Note (the “Amended Note”) which amended the terms of that certain Revolving Credit Note, dated February 19, 2025. Pursuant to the Amended Note, the principal amount of the note was increased to $10 million.
The foregoing descriptions of the Original Loan Agreement, the Amended Loan Agreement and the Amended Note do not purport to be complete and are qualified in their entirety by reference to the copies of the Original Loan Agreement, the Amended Loan Agreement and the Amended Note, which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ending December 31, 2025.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated herein by reference.
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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: December 5, 2025 | JONES SODA CO. |
| /s/ Brian Meadows | |
| Brian Meadows | |
| Chief Financial Officer |
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