Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
August 19 2019 - 5:02PM
Edgar (US Regulatory)
Filed Pursuant to Rule
424(b)(3)
Registration No. 333-225049
Prospectus Supplement
(to Prospectus dated July 23, 2018)
Jones
Soda Co.
Up to 11,315,000 Shares
of Common Stock
This prospectus supplement
supplements the prospectus, dated July 23, 2018 (the “Prospectus”), which forms a part of our Amendment No. 1 to our
Registration Statement on Form S-3 on Form S-1 (Registration No. 333-225049). This prospectus supplement is being filed to update,
amend and supplement the information included or incorporated by reference in the Prospectus with the information contained in
our Amendment No. 1 to Current Report on Form 8-K/A, filed with the Securities and Exchange Commission (the “Commission”)
on August 19, 2019 (the “Current Report”). Accordingly, we have attached the Current Report (including exhibits) to
this prospectus supplement.
The Prospectus
and this prospectus supplement relates to the sale of up to 11,315,000 shares of our common stock which may be resold from time
to time by the selling shareholders identified in the Prospectus. The shares of common stock covered by the Prospectus and this
prospectus supplement
are issuable upon the conversion of a portion or all of the
convertible subordinated promissory notes (the “Convertible Notes”) issued pursuant to that certain Note Purchase Agreement
dated as of March 23, 2018 among the Company and the purchasers of the Convertible Notes
.
We are not selling any common stock under the Prospectus and this prospectus supplement and will not receive any of the proceeds
from the sale or other disposition of shares by the selling shareholders.
This prospectus supplement
should be read in conjunction with the Prospectus. This prospectus supplement updates, amends and supplements the information included
or incorporated by reference in the Prospectus. If there is any inconsistency between the information in the Prospectus and this
prospectus supplement, you should rely on the information in this prospectus supplement.
Our common stock is listed
for quotation on the OTCQB quotation system under the symbol “JSDA.” The last bid price of our common stock on August
19, 2019 was $0.55 per share.
Investing
in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the
heading
“
Risk Factors
” of the Prospectus, and under similar headings in any amendment or
supplements to the Prospectus.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus
supplement is August 19, 2019.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
August 5, 2019
Jones Soda Co.
(Exact Name of Registrant as Specified
in Its Charter)
Washington
(State or Other Jurisdiction of Incorporation)
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0-28820
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52-2336602
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(Commission File Number)
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(IRS Employer Identification No.)
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66 South Hanford Street, Suite 150, Seattle, Washington
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98134
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(Address of Principal Executive Offices)
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(Zip Code)
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(206) 624-3357
(Registrant's Telephone Number, Including
Area Code)
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities registered pursuant to Section 12(b)
of the Act:
None
Securities registered pursuant to Section 12(g)
of the Act:
Common Stock, no par value
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
with Certain Officers
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This Amendment No. 1 on Form 8-K/A amends
the Current Report on Form 8-K of Jones Soda Co. (the “Company”) filed with the Securities and Exchange Commission
on August 8, 2019 (the “Original Filing”). This Amendment is being provided solely to correct the effective date of
Ray Silcock’s resignation from the Company’s Board of Directors. The Original Filing indicated that the effective date
of Mr. Silcock’s resignation was August 6, 2019; the actual effective date was August 12, 2019.
No other items or disclosures in the Original
Filing are being amended or updated, and except as otherwise specifically noted above, all other information in the Original Filing
remains unchanged.
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.
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JONES SODA CO.
(Registrant)
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August 19, 2019
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By:
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/s/ Jennifer L. Cue
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Jennifer L. Cue
President, Chief Executive Officer and Acting Principal Financial
Officer
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