M&A - JONES SODA CO

Form Type: 8-K

Filing Date: 2025-06-30

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225017039

Filing Summary: On June 19, 2025, Jones Soda Co. entered into a significant stock purchase agreement with Mary Jones Holdings, Inc., its wholly-owned subsidiary, and MJ Reg Disruptors, LLC, the buyer. The agreement involved the sale of all equity interests in Mary Jones Holdings and Mary Jones Beverage, with a total sale price of $3,000,000 and additional inventory costs of approximately $61,000. The transaction is categorized as an acquisition of assets related to cannabis branding. In connection with this acquisition, a secured promissory note for $2,510,601.30 was issued by the buyer to the company, which includes various payment schedules and interest terms. Additionally, there are agreements regarding the provision of administrative transitional services post-sale and a licensing agreement regarding the use of the cannabis brand's intellectual property. The document also addressed the completion of this transaction with relevant financial disclosures and the implications of any changes in law concerning the cannabis business. A significant separation agreement was established with Gabe Carimi, Vice President of Operations, which included stock options and other terms as a result of this acquisition.