SEATTLE — Jones Soda Co. closed the first tranche of its previously announced private placement offering of units of the Company composed of: (i) one (1) common share in the capital of the Company and (ii) one‐half (1/2) of one detachable share purchase warrant for aggregate gross proceeds of $3,013,960.
The Company intends to use the net proceeds of the Offering to support growth and for general corporate purposes.
The Units are being offered and sold in the Offering (i) to persons in the “United States” or to “U.S. persons” (as such terms are defined in Regulation S under the U.S. Securities Act of 1933, as amended), who qualify as accredited investors in reliance on Rule 506(b) of Regulation D under the U.S. Securities Act, and (ii) outside the United States to non-U.S. persons in reliance on Regulation S under the U.S. Securities Act. The portion of the Offering to be conducted outside of the United States will include an offering to eligible investors in each of the Provinces and Territories of Canada except Quebec pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions.
The securities offered under the Life Offering will not be subject to a hold period in accordance with applicable Canadian securities laws but each such securities will be considered restricted securities under the U.S. Securities Act. For persons outside of the United States who are not considered “U.S. persons” as defined in Regulation S under the U.S. Securities Act, there is an amended and restated offering document related to the LIFE Offering that can be accessed under the Company’s profile at www.sedarplus.com. Prospective investors outside of the United States should read this Offering Document before making an investment decision. The Offering Document available on the Company’s website may only be accessed by persons who certify that they are both located outside of the United States and are not a “U.S. person” as defined under Regulation S of the U.S. Securities Act. There is no minimum amount of Units to be issued pursuant to either the U.S. Financing or LIFE Offering but the Company’s management has decided to cap the aggregate number of Units to be issued in the Offering to 12,500,000 Units for aggregate gross proceeds of US$5 million.
The Company expects to close a second tranche of the Offering on or about July 31, 2024.
None of the securities being offered and sold in the Offering were registered under the United States Securities Act of 1933, as amended at the time of the Offering, however, such securities include registration rights. None of the securities issued in the Offering or any underlying securities may be offered or sold in the United States absent registration under the U.S. Securities Act and all applicable state securities laws or an applicable exemption from such registration requirements.
About Jones Soda
Jones Soda Co. (CSE: JSDA, OTCQB: JSDA) is a leading developer of sodas and cannabis-infused beverages known for their premium taste, unique flavors and unconventional brand personality. Launched in 1996 as the original craft soda brand, the Company today markets a diverse portfolio of sodas, mixers and wellness beverages under the Jones Soda brand as well as a line of award-winning cannabis beverages and edibles leveraging Jones’ trademark flavors under the Mary Jones brand.
