Welcome to our dedicated page for Jones Soda Co SEC filings (Ticker: JSDA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Jones Soda Co. filings document material events for the beverage company, including furnished results releases, conference-call related exhibits, material agreements and changes to financial obligations. Recent 8-K disclosures cover a revolving credit facility for Jones Soda Co. (USA) Inc., assignment of a secured promissory note, related warrant issuance and the intended use of proceeds for working capital.
The company’s filings also record governance and reporting matters, including executive appointments, equity-incentive compensation under the 2022 Omnibus Equity Incentive Plan, changes in the independent registered public accounting firm and disclosures about internal control over financial reporting.
Jones Soda Co. filed Amendment No. 2 to its 2025 annual report, adding a missing 2024 audit opinion and correcting an auditor PCAOB ID, while reaffirming full 2025 financials. The 2025 audit includes a going concern warning due to recurring losses and a net capital deficiency.
Net revenue rose to $25.3 million from $17.8 million, and the net loss narrowed to $1.8 million from $9.9 million, helped by a $3.9 million gain on the sale of its cannabis subsidiaries. Year-end cash increased to $3.6 million, but working capital turned slightly negative and total debt rose with a higher-cost credit facility.
The company sold its THC beverage business for a $3.0 million promissory note and a licensing deal initially valued at $1.7 million, then later sold the note for $1.4 million cash, recording a loss on that sale. It also secured a loan facility up to $10 million at 13.75% interest, with about $3.0 million outstanding at year-end. Management plans to cut costs and focus on higher-margin products and believes existing resources and this facility can fund operations for at least 12 months, though substantial doubt about long-term viability remains.
JONES SODA CO. reported that Chief Financial Officer Brian Meadows received a grant of employee stock options covering 750,000 shares of common stock at an exercise price of $0.2765 per share. After this grant, his reported derivative holdings total 2,000,000 options.
The options were issued under the company’s 2022 Omnibus Equity Incentive Plan. According to the vesting schedule, 250,000 options vest on March 27, 2027, another 250,000 on March 27, 2028, and the remaining 250,000 on March 27, 2029, all conditioned on his continued service. The options expire on March 26, 2036, giving a long-term incentive horizon tied to the company’s share performance.
Jones Soda Co. reported sharply improved results for the quarter ended March 31, 2026. Net revenue rose to about $12.4 million from $4.2 million a year earlier, driven mainly by Fallout-branded products sold through a club channel. Gross profit increased to roughly $3.9 million with gross margin of 31.3%.
The company moved from a net loss of about $0.9 million to net income of roughly $0.1 million, while cash increased to about $4.4 million. Operating cash flow from continuing operations remained negative at about $0.8 million, but improved versus 2025. Management still cites historical losses and a working capital deficit of about $0.2 million as factors raising substantial doubt about continuing as a going concern.
Jones Soda is expanding beyond craft sodas into modern sodas and alternative adult beverages, including hemp-derived HD9 and alcoholic “Spiked Jones” products, though pending federal legislation may force reformulation or discontinuation of HD9 lines. Liquidity support includes a $10 million credit facility at 13.75% interest and a brokered private placement of $2.5 million announced in April 2026.
Jones Soda Co. filed an amendment to its annual report to replace Part III after choosing not to file a 2026 proxy statement. The filing updates disclosures on directors, executive officers, board committees, compensation programs, equity incentives, beneficial ownership and related-party policies, without changing previously reported financial statements.
It details new leadership appointments in 2025, option and RSU grants under the 2022 Omnibus Equity Incentive Plan, director independence determinations, insider trading and clawback policies, and auditor fee information for 2024 and 2025.
Jones Soda Co. updated the compensation terms for its Chief Financial Officer, Brian Meadows. The company amended a stock option grant made on September 9, 2025 covering 750,000 shares of common stock under its 2022 Omnibus Equity Incentive Plan.
The grant was originally tied to the company achieving certain milestones. Jones Soda removed those performance conditions and changed the award to time-based vesting over three years, using annual cliff vesting so that one-third of the options vest on each anniversary of March 27, 2026, as long as Meadows remains employed through each vesting date.
Jones Soda Co. reported strong growth for the fourth quarter and full year 2025 while still posting a small net loss. Full-year 2025 revenue from continuing operations rose 41.9% to $25.3 million from $17.8 million, and net loss narrowed sharply to $1.8 million, or $(0.01) per share, from $9.9 million, or $(0.09) per share. Full-year Adjusted EBITDA from continuing operations improved to a loss of $2.0 million from a loss of $7.2 million.
In Q4 2025, revenue surged 450% to $11.7 million, driven mainly by club and direct-to-consumer licensed product sales. Q4 Adjusted EBITDA turned positive at $0.5 million, and Adjusted Gross Profit Margin increased to 32% from 10%, helped by higher gross profit.
Management is guiding to continued rapid growth, expecting Q1 2026 revenue to exceed $12 million, more than 260% above the prior-year quarter, and full-year 2026 revenue to exceed $40 million, more than 60% above 2025 revenue.
Jones Soda Co. reports its annual business overview and risk factors for the year ended December 31, 2025, highlighting ongoing losses and funding needs. The company incurred a net loss of $1.8 million, lifting its accumulated deficit to $94.7 million. Management stresses the need to meet sales goals and may require additional, potentially dilutive financing to support operations.
Jones is expanding beyond craft soda into modern soda and alternative adult beverages, including hemp-derived HD9 and alcohol-based products, but new federal legislation is expected to force significant reformulation or discontinuation of current HD9 lines. In 2025, about 39% of net revenue came from licensed properties such as the Fallout collaboration, and one customer represented roughly 31% of revenue, underscoring customer and brand concentration risk.
Jones Soda director Clive Sirkin reported a routine RSU vesting and share issuance. On December 31, 2025, 115,000 restricted stock units converted into an equal number of Jones Soda common shares at $0 per share, reflecting that no cash payment was required on vesting.
After this conversion, Sirkin directly owned 3,041,608 shares of common stock and continued to hold 115,000 RSUs. These RSUs came from a July 18, 2025 grant of 460,003 RSUs, which vested in stages: 50% on July 31, 2025, 25% on September 30, 2025, and the remaining 25% on December 31, 2025.
Jones Soda Co. director Paul Norman reported the vesting and conversion of 115,001 restricted stock units (RSUs) into an equal number of common shares on December 31, 2025. The RSUs converted on a one-for-one basis and did not require any cash payment on vesting.
These shares increased his directly held common stock to 2,906,550 shares. Following this transaction, he also held 115,000 RSUs as derivative securities, which each represent a contingent right to receive one share of Jones Soda common stock upon settlement under the grant’s vesting schedule.
Jones Soda Co. director Mark F. Murray reported vesting of restricted stock units (RSUs) that delivered additional common shares. On December 31, 2025, 93,438 RSUs converted into 93,438 shares of common stock at a price of $0 per share. Following this transaction, he directly owned 2,406,136 shares of Jones Soda common stock and 93,438 RSUs as derivative securities. The RSUs come from a prior grant of 460,003 RSUs made on July 18, 2025, with vesting in stages across July 31, 2025, September 30, 2025, and December 31, 2025.