The Canadian tranche is closed to U.S. buyers, running alongside a separately completed offering aimed at American investors.

July 13, 2026

Jones Soda Co., the Seattle-based craft soda maker, is moving to add cash to its balance sheet through a non-brokered private placement of up to about 2.32 million units at US$0.33 each, for gross proceeds of as much as US$765,000. Dual-listed on the Canadian Securities Exchange and the OTCQB under the ticker JSDA, the company said the round would lift its recent capital raising to a combined US$2.5 million once a separately completed offering to U.S. investors is counted.

How the units are structured

Each unit pairs one common share with one-half of a share-purchase warrant. A whole warrant entitles the holder to buy an additional share at US$0.45 for 36 months after the placement closes.

The warrants also carry an acceleration mechanism:

• If the shares close above US$0.47 on a U.S. trading market for five consecutive days, the company may advance the warrants’ expiry.
• The revised expiry would fall 30 calendar days after Jones Soda notifies holders.
• Any warrants still outstanding at that point would expire automatically.

The company has earmarked the proceeds for general working capital.

A round closed to U.S. buyers

A defining feature of the placement is that it excludes U.S. persons. The units are being offered under the Regulation S exemption and have not been registered under the U.S. Securities Act, so they cannot be sold into the United States without registration or a separate exemption. That structure runs parallel to the recently completed offering directed at American investors, leaving Jones Soda drawing on its Canadian and U.S. investor bases through distinct channels.

The units and the shares and warrants underlying them are subject to a four-month-and-one-day hold period from closing, in line with Canadian resale requirements. Completion remains conditional on regulatory approvals, including clearance from the CSE.