Baker&Hostetler LLP
999 Third Avenue | Suite 3600 Seattle, WA 98104-4040 T +1.206.332.1104 F +206.624.7317 www.bakerlaw.com |
July 17, 2018
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: | John Reynolds, Assistant Director |
Office of Beverages, Apparel, and Mining
Via EDGAR
Re: | Jones Soda Co. |
Registration Statement on FormS-3
Filed May 18, 2018
FileNo. 333-225049
Dear Mr. Reynolds:
We write this letter on behalf of Jones Soda Co. to respond to the comment letter received from the staff on June 1, 2018, relating to the above-referenced Registration Statement on FormS-3. We have responded to each comment by number. For the convenience of the staff, we have repeated the comments immediately preceding the applicable responses.
General
1. | We note your shares are currently quoted on the OTCQB. As the OTCQB is not a national securities exchange or an automated quotation system of a national securities association, it appears that you are not eligible to conduct a secondary offering on FormS-3 in reliance on General Instruction I.B.3 to FormS-3. For guidance, please see Question 116.12 of our Compliance andDisclosure Interpretations (Securities Act Forms), which is available on our website. Likewise, we note that the aggregate market value of your voting andnon-voting common equity held bynon-affiliates during the 60 daysprior to the filing of the registration statement does not appear to exceed $75 million, as required by General Instruction I.B.1 of FormS-3. If you are relying on General Instruction I.B.4 to FormS-3, please tell us whether the information required by I.B.4(b) and (c) was provided to the record holders of the convertible securities. Accordingly, please advise us as to the basis upon which you are eligible to register the securities on FormS-3 or amend your registration statement to convert to a form that you are eligible to use. |
The Company acknowledges the staff’s comment, and has refiled the registration statement on FormS-1.
2. | Please have your controller or principal accounting officer sign the registration statement. |
The Company acknowledges the staff’s comment.
Atlanta Chicago Cincinnati Cleveland Columbus Costa Mesa Denver
Houston Los Angeles New York Orlando Philadelphia Seattle Washington, DC
United States Securities Exchange Commission
July 17, 2018
Page 2
* * * *
In connection with the Company’s response to the comments of the staff set forth herein, the Company acknowledges that:
• | it is responsible for the adequacy and accuracy of the disclosure in the filing; |
• | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
• | it may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
If any member of the staff has questions regarding the foregoing, please contact Michael Moyer of this firm at 206.332.1104.
Very truly yours, |
/s/ Baker & Hostetler LLP |
Baker & Hostetler LLP |
cc: Jennifer L. Cue