JONES SODA CO. 8-K

What Happened

• Jones Soda Co. announced it assigned a secured promissory note issued to it by MJ Reg Disrupters, LLC to Two Shores Capital Corp. under an Assignment and Assumption of Debt Agreement dated January 16, 2026. The original note was issued June 19, 2025; as of December 31, 2025 the remaining balance was $2,000,000. The Company received $1,400,000 in cash for the assignment and issued warrants to the assignee.

Key Details

• Original principal of the note: $2,510,601.30 (issued June 19, 2025; described in a Prior 8‑K filed June 30, 2025).
• Outstanding balance as of 12/31/2025: $2,000,000 (payments due by June 2028).
• Consideration: $1,400,000 cash paid to Jones Soda and warrants to purchase 550,000 common shares at $0.40 per share, exercisable for three years.
• Use of proceeds: Company intends to use the cash for general working capital.

Why It Matters

• The transaction provides Jones Soda with immediate cash ($1.4M) to support operations, but the company accepted a discounted recovery compared with the $2.0M outstanding balance as of year-end.
• The issued warrants (550,000 shares at $0.40) create potential future equity dilution if exercised.
• For investors, the deal is a liquidity move that reduces a receivable asset on the company’s books and may affect future reported recoveries or losses related to this note.