SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/24/2021 | 3. Issuer Name and Ticker or Trading Symbol JONES SODA CO [ JSDA ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 09/02/2021 | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 281,345 | D | |
Common Stock | 7,452,892 | I | SOL Verano Blocker 1 LLC(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Convertible Debenture | (2) | 07/14/2023(2) | Common Shares | $2,000,000(2) | 0.5 | I | SOL Verano Blocker 1 LLC(1) |
Explanation of Responses: |
1. SOL Verano Blocker 1 LLC is a wholly-owned subsidiary of the reporting person. |
2. Represents $2,000,000 unsecured 5% convertible debenture, convertible into 4,000,000 shares of common stock of the Issuer and warrants exercisable for an additional 4,000,000 shares of common stock of the Issuer at an exercise price of $0.625 per warrant for 24 months from the date the warrants are issued. The convertible debenture shall mature on the earlier of July 14, 2023, or in 60 days in the event of termination of an arrangement between the Issuer and Pinestar Gold Inc. |
/s/ Paul Kania | 11/12/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |