Harvey Scott F. 4

What Happened

• Scott F. Harvey, President and CEO of Jones Soda Co. (JSDA), participated in a private placement on July 7, 2026, acquiring 303,030 Investor Units. Each Unit consisted of one share of common stock plus one-half of a share purchase warrant, so the purchase also resulted in 151,515 warrants. The Units were priced at $0.33 each for a total cash outlay of $99,999.90. This was a purchase (not a sale), which is typically viewed as a direct insider buy rather than a disposition.

Key Details

• Transaction date: July 7, 2026. Form 4 filed: July 9, 2026 (timely).
• Transaction code: P (purchase) via private placement from the issuer.
• Amounts: 303,030 shares acquired; 151,515 derivative warrants acquired (reported separately).
• Price/total: $0.33 per Unit; total $99,999.90.
• Warrants: Each whole warrant entitles holder to buy one share at $0.45 per share; exercisable for 36 months post-closing. The issuer may accelerate warrant expiration under specified conditions.
• Shares owned after transaction: Not specified in the provided filing excerpt — see the full Form 4 for total holdings.
• Filing status: No late filing indicated (filed two days after the transaction).

Context

• The “Units” are a bundled private-placement instrument (common share + half warrant). The warrants are derivative rights (not immediate shares) that allow the holder to buy additional shares at $0.45 within three years; exercising them would require additional cash or another financing mechanism.
• This was a private placement purchase from the company, not an open-market buy or a grant. Purchases by insiders can be interpreted by some investors as a sign of confidence, but they do not prove future performance and should be considered alongside other factors.