Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
May 15 2014 - 6:02AM
Edgar (US Regulatory)
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PROSPECTUS SUPPLEMENT NO.
2
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Filed Pursuant to Rule 424(b)(3)
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(To Prospectus dated April 17, 2014)
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Registration No. 333-166556
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JONES SODA CO.
3,057
,500 Shares of Common Stock underlying Warrants
This prospectus supplement amends and supplements the prospectus dated
April 17
,
2014,
as previously supplemented (the “Prospectus”),
which forms a part of ou
r Post-Effective Amendment No. 4
to Registration Statement on Form S-1 (Registration Statement No. 333-166556)
that was declared effective on April 17, 2014.
The Prospectus relates to the sale an
d issuance of up to 3,05
7,500 shares of common stock of Jones Soda Co. to holders of outstanding warrants, upon exercise of such warrants.
On May
14
, 2014, we filed with the Securities and Exchange Commission
our quarterly report on Form 10-Q
. This
S
upplement is being filed to update, amend and supplement the information included or incorporated by reference in the
P
rospectus with the information contained in the
quarterly report on Form 10-Q
. Accordingly, we have attached the
quarterly report to this
S
upplement.
You should read this
S
upplement in conjunction with the
P
rospectus, which is to be delivered with this
S
upplement. If there is any inconsistency between the information in the
P
rospectus and this
S
upplement, you should rely on the information in this
S
upplement.
Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 3 of the
P
rospectus for a discussion for the risks associated with our business. Also see “Cautionary Notice Regarding Forward-Looking Statements” in our annual report on Form 10-K and our latest quarterly report on Form 10
‑
Q.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
P
rospectus
or this Supplement
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is
May
14
, 2014.
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