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): June 6, 2022
Jones Soda Co.
(Exact Name of Registrant as Specified in Its Charter)
Washington
(State or Other Jurisdiction of Incorporation)
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0-28820 | 52-2336602 |
(Commission File Number) | (IRS Employer Identification No.) |
| | |
66 South Hanford Street, Suite 150, 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))
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 1.02 Termination of a Material Definitive Agreement.
On June 6, 2022, Jones Soda Co. (the “Company”) and Simply Better Brands Corp. (“SBBC”) mutually agreed to terminate the binding offer to purchase entered into between the Company and SBBC on April 16, 2022 and amended on May 10, 2022 (the “LOI”). Pursuant to the terms of the LOI, the Company and SBBC had agreed to complete an arm’s length business combination through the acquisition by SBBC of all of the issued and outstanding common shares of the Company.
Due to current market conditions, each of the Company and SBBC agreed in writing to mutually terminate the LOI pursuant to Section 13(a) of the LOI. The Company will not incur any material early termination penalties as a result of the termination of the LOI.
Item 8.01. Other Events.
On June 7, 2022, the Company and SBBC issued a joint press release announcing the termination of the LOI. A copy of the joint press release is attached hereto as Exhibit 99.1, and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
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| | | JONES SODA CO. (Registrant) |
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| June 7, 2022 | | By: | /s/ Mark Murray |
| | | | | Mark Murray Chief Executive Officer and President |
