UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 9, 2025

JONES SODA CO.

(Exact Name of Registrant as Specified in Its Charter)

Washington

(State or Other Jurisdiction of Incorporation)

000-28820

52-2336602

(Commission

File Number)

(IRS Employer

Identification No.)

1522 Western Avenue, Suite 24150,

Seattle, Washington

98101

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 9, 2025, Jones Soda Co. (the “Company”) agreed to grant Brian Meadows, the Company’s Chief Financial Officer, options to purchase 750,000 common shares of the Company (the “Stock Options”) under the Company’s 2022 Omnibus Equity Incentive Plan upon the Company’s completion of certain milestones.

The Stock Options will be formally granted within 30 days following confirmation by the Company’s Board of Directors that all of the designated milestones have been completed, and the Stock Options will vest over a three-year period, with annual cliff vesting such that one-third (1/3) of the Stock Options vest on each anniversary of the grant date, provided that Mr. Meadows remains employed with the Company through the applicable vesting date.

-2-

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: September 12, 2025	JONES SODA CO.

	/s/ Scott Harvey
	Scott Harvey
	Chief Executive Officer

-3-

JONES SODA CO 8-K