Jones Soda Co.
04/30/2026 | Press release | Distributed by Public on 04/30/2026 10:32
Amendment to Annual Report (Form 10-K/A)
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:
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amend and restate Part III, Items 10 (Directors, Executive Officers and Corporate Governance), 11 (Executive Compensation), 12 (Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters), 13 (Certain Relationships and Related Transactions, and Director Independence) and 14 (Principal Accountant Fees and Services) of our 2025 Annual Report, in their entirety as set forth herein; |
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| ● | File certain exhibits pursuant to Part I, Item 1 and Part IV, Item 15; and | |
| ● | file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment No. 1 under Item 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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