UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~

TOPursuant ~~SECTION~~to Section 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES EXCHANGE~~Date ~~ACT~~of OFReport ~~1934~~(Date of earliest event reported): March 31, 2026

~~Date~~Jones ofSoda ~~report (Date of earliest event reported): January 16, 2026~~Co.

~~JONES~~(Exact ~~SODA~~name ~~CO.~~of Registrant as Specified in Its Charter)

(Exact Name of Registrant as Specified in Its Charter)

Washington

000-28820

52-2336602

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Washington

1522 Western Ave, STE 24150,
Seattle, Washington		98101
(Address of Principal Executive Offices)		(Zip Code)

~~(State or~~Registrant’s ~~Other~~Telephone ~~Jurisdiction~~Number, ofIncluding ~~Incorporation~~Area Code: (206) 624-3357

0-28820		52-2336602
(Commission File Number)		(IRS Employer Identification No.)

4786 1st Avenue South, Suite 103, Seattle, Washington		98134
(Address of Principal Executive Offices)		(Zip Code)

(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)~~:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 12.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~ Condition.

~~Sale~~On ofMarch ~~Promissory~~31, ~~Note~~2026, Jones Soda Co. (the “Company”) issued a press release announcing its financial results for the quarter and full year ended December 31, 2025. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

AsThe ~~previously~~Company ~~disclosed~~will indiscuss aits ~~Current~~results ~~Report~~for ~~on Form 8-K filed with~~ the ~~Securities~~quarter and ~~Exchange~~full ~~Commission~~year byended ~~Jones~~December ~~Soda~~31, ~~Co.~~2025, ~~(the “Company”)~~ on ~~June~~its ~~30,~~scheduled ~~2025~~conference ~~(the~~call ~~“Prior 8-K”)~~today, ~~on June 19~~March 31, ~~2025~~2026, ~~the~~at ~~Company~~4:30 ~~was~~p.m. ~~issued~~Eastern atime ~~secured promissory note by MJ Reg Disrupters, LLC~~ (~~“Debtor”)~~1:30 ~~in the original principal amount of $2,510,601~~p.30m. ~~(the~~Pacific ~~“Note”~~time). ~~The description of the Note is qualified in its entirety by reference to the Prior 8-K.~~

OnThe ~~January~~information ~~16,~~in ~~2026,~~this ~~the~~Current ~~Company~~Report ~~entered~~in ~~into~~Item an2.02 ~~Assignment~~ and ~~Assumption~~Exhibit of99.1 ~~Debt~~is ~~Agreement~~being ~~(the~~furnished ~~“Agreement”)~~to ~~with~~the ~~Two~~Securities ~~Shores Capital~~and ~~Corp.~~Exchange ~~(“Assignee”),~~Commission and ~~Debtor~~shall not ~~pursuant~~be todeemed ~~which~~“filed” for the ~~Company~~purpose ~~agreed~~of toSection ~~assign~~18 of the ~~Note~~Securities toExchange ~~Assignee~~Act ~~for a cash payment~~ of $11934,~~400,000.~~ Asas ofamended ~~December~~(the ~~31,~~“Exchange Act”) ~~2025,~~or ~~the~~otherwise ~~remaining~~subject ~~balance~~to ~~under~~ the ~~Note~~liabilities ~~was~~of $2that Section,~~000,000,~~ ~~which~~and ~~was~~shall ~~due~~not bybe ~~June~~incorporated ~~2028~~by inreference ~~separate~~into ~~installments.~~any registration ~~Pursuant~~statement toor ~~the~~other ~~Agreement,~~document ~~the~~filed ~~Company~~pursuant ~~also agreed~~ to ~~issue~~the ~~Assignee~~Securities ~~warrants~~Act toof ~~purchase 550~~1933,~~000~~ ~~shares~~as ofamended, or the ~~Company’s~~Exchange ~~common stock~~Act, ~~for~~except ~~$0.40~~as ~~per~~shall ~~share.~~be ~~The~~expressly set ~~warrants~~forth ~~are~~by ~~exercisable~~specific ~~for~~reference ~~three~~in ~~years~~such a filing.

~~The~~Item ~~Company~~9.01 ~~intends~~Financial toStatements ~~use~~and ~~the proceeds for general working capital~~Exhibits.

~~Item 1.02~~(d) ~~Termination of a Material Definitive Agreement~~Exhibits.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

Exhibit No.		Description
99.1		Press Release of the Company dated March 31, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

Date: January 23, 2026	JONES SODA CO.
		JONES SODA CO.
	/s/ Brian Meadows
Date:	March 31, 2026	By:	/s/ Brian Meadows
	Brian Meadows
			Brian Meadows Chief Financial Officer
	Chief Financial Officer

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