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- Going Concern (new) — The company explicitly states substantial doubt about its ability to continue as a going concern due to recurring losses and negative cash flows.
- Customer Concentration (new) — Over one-third of revenue comes from just two customers (31.2% and 4.1%), creating material revenue volatility and negotiating-power risk.
- Licensed Property (new) — Nearly 40% of revenue depends on licensed IP (including Fallout) that licensors can terminate or not renew, concentrating revenue risk in third-party brands.
Jones Soda registers 8.8M-share secondary offering by insiders; company receives no proceeds
Filed August 6, 2026 · ~2 min read
Key Changes
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This is a secondary offering: 8.8M shares (including 2.9M from warrant exercise) are being registered for resale by 17 selling stockholders from July/August 2026 private placements at $0.33/unit. All proceeds go to the selling shareholders; Jones Soda receives zero.
The Offering verify on EDGAR → -
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Jones Soda reported a GAAP net loss of $9.9M for the year ended December 31, 2024, improving to a$$8.9M net loss in 2025 (driven by a $3.9M gain on the sale of the cannabis business and a $5.0M decrease in operating loss). Q1 2026 swung to net income of $0.1M from a $0.9M loss in Q1 2025.
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Customer concentration rose sharply: the top customer grew from 0% of revenue in 2024 to 31% in 2025; the top two customers together represented 35.3% of 2025 revenue. Licensed-property products (including Fallout) accounted for 39% of 2025 revenue.
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Federal legislation passed November 12, 2025 will cap legal hemp products at 0.4 mg total THC per product when implemented, likely requiring Jones to reformulate or discontinue its Mary Jones hemp-derived THC beverage line launched in 2024.
Prospectus Summary verify on EDGAR → -
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The auditors disclosed substantial doubt about the company's ability to continue as a going concern due to recurring losses and negative cash flows. As of March 31, 2026, Jones had $4.4M cash and a $0.2M working capital deficiency.
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Q1 2026 revenue surged 193.9% to $12.4M from $4.2M in Q1 2025, driven by Fallout-branded products sold through the club channel. The ZeniMax license for Fallout expires December 31, 2028; this revenue stream is time-limited.
Summary
Jones Soda Co. is registering 8.8 million shares for resale by 17 selling stockholders from July and August 2026 private placements priced at $0.33 per unit. This is a secondary offering: all proceeds go to the selling shareholders, and Jones Soda receives nothing. The company is not raising capital through this registration.
Jones reported a GAAP net loss of $9.9 million for 2024, improving to a$$8.9 million net loss in 2025 (driven by a $3.9 million gain on the sale of its cannabis business and a $5.0 million decrease in operating loss). Q1 2026 swung to net income of $0.1 million from a $0.9 million loss in Q1 2025, as revenue surged 193.9% to $12.4 million on Fallout-branded product sales through the club channel.
The auditors disclosed substantial doubt about the company's ability to continue as a going concern due to recurring losses and negative cash flows; as of March 31, 2026, Jones had $4.4 million cash and a $0.2 million working capital deficiency. Material risks include sharp customer concentration (the top customer grew from 0% of revenue in 2024 to 31% in 2025; the top two together represented 35.3%), licensed-property dependence (39% of 2025 revenue came from licensed IP including Fallout, whose license expires December 31, 2028), and regulatory threat to the Mary Jones hemp-derived THC beverage line: federal legislation passed November 12, 2025 will cap legal hemp products at 0.4 mg total THC per product when implemented, likely requiring reformulation or discontinuation of the current product line.
Section-by-Section Diff
The Offering · The Offering
Resale of 8.8M shares by selling shareholders at market/negotiated prices; company receives no proceeds; stock trades at $0.30 (OTCQB).
Added in current filing · verify on EDGAR →
Common stock offered by selling shareholders: 8,795,472 shares of common stock, including 2,931,822 shares of the Company’s common stock issuable upon exercise of outstanding warrants.
This is a secondary offering by selling shareholders, not a primary offering by the company. The 8,795,472 shares include 2,931,822 shares issuable upon warrant exercise. All proceeds go to the selling shareholders, not to Jones Soda.
Added in current filing · verify on EDGAR →
will not receive any proceeds from the sale of the Resale Shares by the selling shareholders.
Jones Soda will receive zero proceeds from this offering. This is purely a resale registration for existing shareholders to sell their shares; the company does not raise any capital.
Added in current filing · verify on EDGAR →
On August 4, 2026, the last reported sale price of our common stock on the OTCQB and CSE was $0.30 and $0.42 per share, respectively.
The stock currently trades at $0.30 per share on the OTCQB and $0.42 per share on the Canadian Securities Exchange. Shares will be sold at market price or privately negotiated prices.
Added in current filing · verify on EDGAR →
125,926,990 shares of common stock outstanding as of August 5, 2026
The company has 125.9M shares outstanding. Additionally, there are 15.3M shares issuable upon option exercise, 484,848 shares from RSUs, and 10.1M shares from warrants, representing significant potential dilution.
Prospectus Summary · Prospectus Summary
Jones Soda Co. develops premium beverages sold through distributors and retailers in the U.S. and Canada, expanding from craft soda into modern soda, hemp-derived THC, and alcoholic beverages.
Added in current filing · verify on EDGAR →
For the years ended December 31, 2025, and 2024 one customer accounted for approximately 31% and nil% of total revenues.
A single customer represented 31% of total revenues in 2025, up from 0% in 2024. This concentration creates revenue risk if the relationship terminates or the customer reduces purchases. The filing does not name the customer.
Added in current filing · verify on EDGAR →
on November 12, 2025, the federal spending legislation passed to reopen the U.S. federal government contained a provision, which when implemented, would materially alter the federal treatment of hemp-derived products by prohibiting the unregulated sale of intoxicating hemp-based or hemp-derived products (including HD9 products), while also capping legal hemp products at 0.4 milligrams of total THC (and similar-effect cannabinoids) per product. The Company believes that when implemented, this legislation would likely require the Company to significantly reformulate or ultimately discontinue the Company’s current hemp-derived HD9 product lines.
Federal legislation passed November 12, 2025 would cap legal hemp products at 0.4 milligrams of total THC per product. The company states this would likely require significant reformulation or discontinuation of its current Mary Jones hemp-derived product lines, eliminating a growth category the company launched in 2024.
Added in current filing · verify on EDGAR →
While initially the ZeniMax agreement had a nominal impact on our revenue, we experienced a dramatic revenue increase in the fourth quarter resulting from the Fallout video game and television series enthusiasts.
The company experienced a dramatic revenue increase in Q4 from Fallout-branded limited-edition products sold through club stores and direct-to-consumer channels. The ZeniMax license agreement expires December 31, 2028; this revenue stream is time-limited and dependent on continued consumer enthusiasm for the franchise.
Added in current filing · verify on EDGAR →
We historically have generated a greater percentage of our revenues during the warm weather months of April through September.
The company generates a greater percentage of revenues during April through September. This seasonal pattern creates quarterly volatility and working capital requirements, with lower revenues expected in the October-March period.
Added in current filing · verify on EDGAR → · paraphrased
We do not directly manufacture our premium soda beverage products, but instead outsource the manufacturing process to third-party bottlers and independent contract manufacturers (co-packers). ... Our co-packers may terminate their arrangements subject to the terms of their agreements with us, in which case we could experience disruptions in our ability to supply products to our customers.
The company does not own manufacturing facilities and relies entirely on third-party co-packers who may terminate their arrangements. The company has no annual minimum production commitments with co-packers, creating supply continuity risk if a co-packer exits or reduces capacity.
Use of Proceeds · Use of Proceeds
All proceeds from this offering go to selling shareholders; the company receives nothing.
Added in current filing · verify on EDGAR →
selling shareholders will receive all of the proceeds from the sale of the Resale Shares offered by them pursuant to this prospectus. We will not receive any proceeds from the sale of the Resale Shares by the selling shareholders covered by this prospectus.
This is a secondary offering where existing shareholders are selling their shares. The company will not receive any of the proceeds from the sale of these shares. All money from investors buying shares in this offering goes directly to the selling shareholders, not to Jones Soda Co. for operations or growth.
Added in current filing · verify on EDGAR →
have not paid any dividends on our shares of common stock, and we do not anticipate paying any dividends in the foreseeable future.
Jones Soda has never paid dividends and does not plan to pay any in the foreseeable future. The company intends to retain all earnings to finance business development and expansion. Investors seeking income from dividends will not receive any return unless they sell their shares.
Risk Factors · Risk Factors
Jones Soda faces customer concentration (top 2 customers = 35.3% of 2025 revenue), licensed-property dependence (39% of revenue), and regulatory uncertainty for hemp-derived beverages.
Added in current filing · verify on EDGAR →
For the year ended December 31, 2025, our two largest customers accounted for approximately 31.2% and 4.1% of our total revenues, respectively, and in the aggregate represented approximately 35.3% of our total revenues. For the year ended December 31, 2024, our two largest customers accounted for approximately 18.8% and 5.8% of our total revenues, respectively, and in the aggregate represented approximately 24.6% of our total revenues.
Jones Soda's top-two-customer concentration rose from 24.6% of revenue in 2024 to 35.3% in 2025, driven by the largest customer growing from 18.8% to 31.2%. The filing warns that these contracts may be terminated on short notice and that loss of a major customer could materially harm results; the company may not be able to replace lost revenue on comparable terms.
Added in current filing · verify on EDGAR →
For the year ended December 31, 2025, approximately 39% of our total net revenue was attributable to products utilizing one or more licensed properties, including the licensed property, Fallout.
Thirty-nine percent of 2025 revenue came from products using licensed IP (including Fallout). The filing states that license agreements have fixed terms and may be terminated if Jones fails to meet minimum royalties or performance thresholds, or may not be renewed. Loss of a key license could cause revenue decline, inventory write-downs, and increased transition costs, and the company may not be able to replace licensed properties with comparable alternatives.
Added in current filing · verify on EDGAR →
The HD9 regulatory environment continues to evolve rapidly. Congress is periodically proposing legislation that would regulate intoxicating hemp products more strictly. The FDA has indicated that a new regulatory approach may be necessary to manage hemp-derived cannabinoids in consumer products. States continue to pass legislation regulating intoxicating hemp products, often focusing on product potency limits; youth access restrictions; and testing requirements.
The company discloses that its HD9 (hemp-derived cannabinoid) business faces rapidly changing federal and state regulation. Congress is considering stricter rules, the FDA may implement new regulatory approaches, and states are enacting laws on potency limits, youth access, and testing. This creates uncertainty about future compliance requirements and market access.
Added in current filing · verify on EDGAR →
In the event that any of our operations or investments, any proceeds thereof, any dividends or distributions therefrom, or any profits or revenues accruing from such operations or investments are found to be in violation of money laundering legislation, such transactions may be viewed as proceeds of crimes under one or more of the statutes noted above or any other applicable legislation. This could restrict or otherwise jeopardize our ability to declare or pay dividends, effect other distributions or subsequently repatriate such funds back to Canada.
The company discloses that if any of its cannabis or hemp operations are deemed to violate anti-money laundering laws, the proceeds could be classified as proceeds of crime. This could prevent the company from paying dividends, making distributions, or repatriating funds to Canada, severely restricting capital allocation and shareholder returns.
Added in current filing · verify on EDGAR →
Our fixed-price purchase commitment for glass, which helps mitigate the risk of unexpected price increases, expires at the end of 2028.
Jones Soda's fixed-price glass contract expires at the end of 2028. The filing notes that the beverage industry has experienced rising glass prices and diminished availability for companies not under contract, and that the company may not be able to pass cost increases to customers due to price sensitivity, which could materially affect results.
Added in current filing · verify on EDGAR →
Federal regulators have not yet implemented a comprehensive regulatory framework governing intoxicating hemp products. Future rulemaking by the FDA or DEA could impose restrictions that significantly affect the market. Congress periodically revisits hemp policy through farm bill legislation. Future amendments could: redefine hemp using total THC rather than Delta-9 THC; impose milligram limits per product; and restrict intoxicating cannabinoids. Such changes could materially impact the HD9 industry.
Jones Soda discloses that federal regulators have not yet implemented a comprehensive framework for intoxicating hemp products and that future FDA/DEA rulemaking or farm-bill amendments could redefine hemp, impose product limits, or restrict intoxicating cannabinoids, materially impacting the HD9 (hemp-derived) industry. State regimes vary widely and the company may face enforcement actions for labeling, health claims, or sales to minors.
Added in current filing · verify on EDGAR →
Recently, the war in Iran has significantly increased these fuel prices and it is likely these substantial increases will either need to be passed along to our customers or result in lower margins for our business.
The filing states that the war in Iran has significantly increased fuel prices and that Jones Soda will likely need to pass these increases to customers or accept lower margins. The company relies on third-party transportation and is exposed to oil-price volatility; sustained increases in fuel costs could materially increase cost of goods sold and adversely affect gross margins and profitability.
Added in current filing · verify on EDGAR →
in the U.S., registered federal trademark protection is only available for goods and services that can be lawfully used in interstate commerce; the United States Patent and Trademark Office is not currently approving any trademark applications for cannabis, or certain goods containing hemp-derived cannabinoids (such as dietary supplements and food) until the U.S. Food and Drug Administration (“FDA”) and the U.S. Department of Agriculture (“USDA”) provides clearer guidance on the regulation of such products.
The company cannot obtain federal trademark protection in the U.S. for its cannabis or certain hemp-derived cannabinoid products because the USPTO is not approving such applications pending FDA and USDA guidance. This leaves the company's brands vulnerable to copying and limits its ability to protect intellectual property in a key market.
MD&A · Management's Discussion and Analysis
Jones Soda reports Q1 2026 net income of $0.1M vs. $0.9M loss in Q1 2025, driven by Fallout-branded product sales through club channel.
Added in current filing · verify on EDGAR →
Net income for the quarter ended March 31, 2026 was approximately $0.1 million compared to net loss of approximately $0.9 million for the quarter ended March 31, 2025 or an improvement of $1.0 million.
Jones Soda reported net income of approximately $0.1 million for Q1 2026, compared to a net loss of approximately $0.9 million in Q1 2025, representing a $1.0 million improvement. The improvement was driven by a $2.5 million increase in gross profit, partially offset by a $1.2 million increase in operating expenses.
Added in current filing · verify on EDGAR →
For the quarter ended March 31, 2026, revenue increased by approximately $8.2 million, or 193.9%, to approximately $12.4 million compared to approximately $4.2 million for the quarter ended March 31, 2025. The increase in sales revenue was primarily the result of Fallout branded products sold through our club channel.
Revenue for Q1 2026 increased 193.9% to approximately $12.4 million from approximately $4.2 million in Q1 2025, an increase of approximately $8.2 million. The increase was primarily driven by Fallout branded products sold through the club channel, though HD9 sales declined from $0.9M to $0.2M.
Added in current filing · verify on EDGAR →
Net loss for the year ended December 31, 2025 decreased to approximately $1.8 million from a net loss of $9.9 million for the year ended December 31, 2024 or a decrease of $8.1 million. The majority of the decrease in net loss in 2025 compared to 2024 was primarily driven by the gain on the sale of the Company’s cannabis business ($3.9 million) and a decrease in the loss from operations ($5.0 million).
For the full year 2025, Jones Soda reported a net loss of approximately $1.8 million, down from a net loss of $9.9 million in 2024. The $8.1 million improvement was driven by a $3.9 million gain on the sale of the cannabis business and a $5.0 million decrease in operating loss.
Added in current filing · verify on EDGAR →
As of March 31, 2026, and December 31, 2025, the Company had cash of approximately $4.4 million and $3.6 million, respectively, and working capital deficiency of approximately $0.2 million and $0.5 million, respectively.
As of March 31, 2026, the company had a working capital deficiency of approximately $0.2 million (improved from $0.5 million at December 31, 2025) and cash of approximately $4.4 million. The company has a $10 million credit facility with Two Shores Capital Corp bearing interest at 13.75% per annum.
Added in current filing · verify on EDGAR →
Other income (expense) was $3.1 million for the years ended December 31, 2025 compared to other income (expense) of $12,000 for the years ended December 31, 2024. The increase of $3.1 million was due to the gain on the sale of the Company’s cannabis business of $3.9 million which was offset by other expenses of $0.8 million.
In 2025, the company recorded other income of $3.1 million, primarily from a $3.9 million gain on the sale of its cannabis business, partially offset by $0.8 million in other expenses. This compares to other income of $12,000 in 2024.
Business · Business
Jones Soda develops premium beverages (craft soda, modern soda, hemp-derived THC, hard soda) sold via independent distributors and direct retail in the U.S. and Canada.
Added in current filing · verify on EDGAR →
For the years ended December 31, 2025, and 2024 one customer accounted for approximately 31% and nil% of total revenues.
A single customer represented 31% of total revenues in 2025, up from 0% in 2024. This concentration creates significant revenue risk if the relationship ends or the customer reduces orders. The filing does not name the customer or disclose contract terms.
Added in current filing · verify on EDGAR →
on November 12, 2025, the federal spending legislation passed to reopen the U.S. federal government contained a provision, which when implemented, would materially alter the federal treatment of hemp-derived products by prohibiting the unregulated sale of intoxicating hemp-based or hemp-derived products (including HD9 products), while also capping legal hemp products at 0.4 milligrams of total THC (and similar-effect cannabinoids) per product. The Company believes that when implemented, this legislation would likely require the Company to significantly reformulate or ultimately discontinue the Company’s current hemp-derived HD9 product lines.
Federal legislation passed in November 2025 will cap legal hemp products at 0.4 mg total THC per product when implemented, forcing Jones to reformulate or discontinue its Mary Jones hemp-derived THC beverage line. The company launched Mary Jones in 2024 as part of its strategy to diversify beyond craft soda into alternative adult beverages; this regulatory change threatens that growth initiative.
Added in current filing · verify on EDGAR →
While initially the ZeniMax agreement had a nominal impact on our revenue, we experienced a dramatic revenue increase in the fourth quarter resulting from the Fallout video game and television series enthusiasts.
Jones introduced limited-edition Fallout-branded sodas under a license agreement with ZeniMax (expires December 31, 2028). Initial sales were nominal, but Q4 2025 saw a dramatic revenue increase driven by Fallout video game and TV series fans. The filing does not quantify the revenue increase or state whether this demand is sustainable beyond the limited-edition run.
Added in current filing · verify on EDGAR →
Our co-packers may terminate their arrangements subject to the terms of their agreements with us, in which case we could experience disruptions in our ability to supply products to our customers.
Jones does not manufacture its own products; it relies on third-party co-packers in the U.S. and Canada. Co-packers can terminate their agreements, which would disrupt product supply. The filing does not disclose contract terms, minimum commitments, or identify the co-packers.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
In 2025, sales in the United States represented approximately 88% of total sales, while sales in Canada represented approximately 12%.
The U.S. accounted for 88% of total sales in 2025, with Canada at 12%. This shows heavy reliance on the U.S. market.S. and Canada.
Selling Stockholders · Selling Stockholders
Registers 8.8M shares for resale by 17 selling stockholders from July/August 2026 private placements at $0.33/unit.
Added in current filing · verify on EDGAR →
On July 7, 2026, we issued 5,257,570 units at $0.33 per unit, for aggregate gross proceeds of $1,735,000, and on August 5, 2026 we issued 606,080 additional units at $0.33 per unit for aggregate gross proceeds of $200,000. Each unit is composed of: (i) one (1) share of common stock and (ii) one-half (1/2) of a share purchase warrant. Each whole warrant is exercisable into one share of common stock at an exercise price of $0.45 per share for a period of 36 months from the date of issuance, subject to certain conditions.
The company raised $1,935,000 gross proceeds through two private placements in July and August 2026, issuing 5,863,650 units at $0.33 per unit. Each unit includes one common share and a half-warrant exercisable at $0.45 for 36 months. This establishes the source of the shares being registered for resale.
Added in current filing · verify on EDGAR →
This prospectus relates to the resale from time to time by the selling security holders identified herein of up to an aggregate of 8,795,472 Resale Shares, including 2,931,822 Resale Shares issuable upon exercise of the warrants.
The prospectus registers 8,795,472 shares for resale by the selling stockholders, including 2,931,822 shares issuable upon warrant exercise. This represents potential dilution and selling pressure as these shares become freely tradable.
Added in current filing · verify on EDGAR →
Scott Harvey is our Chief Executive Officer and President.
CEO Scott Harvey is among the selling stockholders, holding 1,454,545 shares (1.1% of outstanding) including 303,030 shares from the private placement, 1,000,000 stock options at $0.31, and 151,515 warrants at $0.45. He is registering 454,545 shares for potential resale.
Added in current filing · verify on EDGAR →
The selling shareholder’s percentage of ownership of our outstanding shares in the table below is based upon 125,926,990 shares of Common Stock outstanding as of August 5, 2026.
The company had 125,926,990 common shares outstanding as of August 5, 2026, providing the denominator for calculating selling stockholder ownership percentages and potential dilution from the registered resale shares.
Experts · Experts
Davidson & Company LLP audited 2025 financials; Berkowitz Pollack Brant audited 2024 financials.
Added in current filing · verify on EDGAR →
Davidson & Company LLP, independent registered public accounting firm, has audited our consolidated financial statements for the year ended December 31, 2025, included in our Annual Report on Form 10-K for the year ended December 31, 2025, as set forth in their report dated March 31, 2026
The company changed auditors between fiscal years. Davidson & Company LLP audited the 2025 financial statements (report dated March 31, 2026), while Berkowitz Pollack Brant audited the 2024 financial statements (report dated March 31, 2025). Auditor changes can signal disagreements over accounting treatment or other issues, though no reason is disclosed here.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 17, 2026 · How we verify