JONES SODA CO. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28820 JONES SODA CO. (Exact name of registrant as specified in its charter) Washington 52-2336602 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1522 Western Ave , Suite 24150 Seattle , Washington 98101 (Address of principal executive offices) (Zip Code) (206) 624-3357 (Registrant ’ s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company. or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☒ Smaller Reporting Company ☒ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ As of November 14, 2025, there were 117,671,604 shares of the registrant’s common stock issued and outstanding. JONES SODA CO. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 TABLE OF CONTENTS Page Explanatory Note 3 Cautionary Notice Regarding Forward Looking Statements 3 PART I. FINANCIAL INFORMATION 5 Item 1. Financial Statements (Unaudited) 5 a) Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 5 b) Condensed Consolidated Statements of Operations – three and six months ended June 30, 2025 and 2024 6 c) Condensed Consolidated Statements of Comprehensive Loss – six months ended June 30, 2025 and 2024 7 d) Condensed Consolidated Statements of Shareholders’ Equity for the six months ended June 30, 2025 and 2024 8 e) Condensed Consolidated Statements of Cash Flows – six months ended June 30, 2025 and 2024 9 f) Notes to Condensed Consolidated Financial Statements 10 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21 Item 3. Quantitative and Qualitative Disclosures about Market Risk 25 Item 4. Controls and Procedures 25 PART II. OTHER INFORMATION 26 Item 1. Legal Proceedings 26 Item 1A. Risk Factors 26 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, ISSUER PURCHASES OF EQUITY SECURITIES 26 Item 5. Other Information 26 Item 6. Exhibits 26 2 Table of Contents EXPLANATORY NOTE Unless otherwise indicated or the context otherwise requires, all references in this Quarterly Report on Form 10-Q (this “Report”) to “we,” “us,” “our,” “Jones,” and the “Company” are to Jones Soda Co., a Washington corporation, and our wholly-owned subsidiaries. In addition, unless otherwise indicated or the context otherwise requires, all references in this Report to “Jones Soda” refer to our premium beverages, including Jones® Soda sold under the trademarked brand name “Jones Soda Co.®” CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This Report contains a number of forward-looking statements that reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this Report other than statements of historical fact, including statements that address operating performance, the economy, events or developments that management expects or anticipates will or may occur in the future, including statements related to case sales, revenues, profitability, distributor channels, new products or markets, adequacy of funds from operations, cash flows and financing, potential strategic transactions, statements regarding future operating results and non-historical information, are forward-looking statements. In particular, the words such as “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” “will,” “can,” “plan,” “predict,” “could,” “future,” “continue,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking. Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions and apply only as of the date of this Report. Our actual results, performance or achievements could differ materially from historical results as well as from the results expressed in, anticipated or implied by these forward-looking statements. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In particular, our business, including our financial condition and results of operations may be impacted by a number of factors, including, but not limited to, the following: ● Our ability to successfully execute on our growth strategy and operating plans; ● Our ability to continue to raise capital to finance our operations; ● Our ability to continue to license and market THC/CBD-infused and/or hemp-infused beverages and edibles, and comply with the laws and regulations governing such products; ● Our revenues from our hemp-derived HD9 products could be negatively impacted if recent federal legislation that would prohibit the unregulated sale of intoxicating hemp-based or hemp derived products (including delta-8/HD9) is enacted into law; ● Our ability to manage our operating expenses and generate cash flow from operations, along with our ability to secure additional financing if our sales goals take longer to achieve than anticipated; ● Our ability to create and maintain brand name recognition and acceptance of our products, which is critical to our success in our competitive, brand-conscious industry; ● Our ability to compete successfully against much larger, well-funded, established companies currently operating in the beverage industry generally, including in the fountain business, particularly from other major beverage companies; ● Entrance into and increased focus on the craft beverage segment by other major beverage companies; 3 Table of Contents ● Our ability to maintain brand image and product quality and avoid risks from product issues such as product recalls; ● Our ability to establish, maintain and expand distribution arrangements with independent distributors, retailers, brokers and national retail accounts, most of whom sell and distribute competing products, and upon whom we rely to employ sufficient efforts in managing and selling our products, including re-stocking the retail shelves with our products; ● Our ability to manage our inventory levels and to predict the timing and amount of our sales; ● Our reliance on third-party contract manufacturers of our products and the geographic locations of their facilities, which could make management of our distribution efforts inefficient or unprofitable; ● Our ability to secure a continuous supply and availability of raw materials, as well as other factors that may adversely affect our supply chain, including increases in raw material costs, and the potential shortages of glass in the supply chain; ● Our ability to source our flavors on acceptable terms from our key flavor suppliers; ● Our ability to attract and retain key personnel, the loss of whom would directly affect our efficiency and operations and could materially impair our ability to execute our growth strategy; ● Our ability to protect our trademarks and trade secrets, the failure of which may prevent us from successfully marketing our products and competing effectively; ● Litigation or legal proceedings, which could expose us to significant liabilities and damage our reputation; ● Our ability to comply with the many regulations to which our business is subject; ● Our ability to maintain an effective information technology infrastructure; ● Failures or security breaches of our information technology systems could disrupt our operations and negatively impact our business; ● Fluctuations in fuel and freight costs; ● Fluctuations in currency exchange rates, particularly between the United States and Canadian dollars; ● Tariffs affecting raw materials or finished goods transported between the United States and Canada; ● Regional, national or global economic, political, social and other conditions that may adversely impact our business and results of operations; ● Our ability to maintain effective disclosure controls and procedures and internal control over financial reporting; ● Dilutive and other adverse effects on our existing shareholders and our stock price arising from future securities issuances; and ● Our ability to access the capital markets for any future equity financing, and any actual or perceived limitations to our common stock by being traded on the OTCQB Marketplace and the Canadian Stock Exchange, including the level of trading activity, volatility or market liquidity. For a discussion of some of the factors that may affect our business, results and prospects, see “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on April 1, 2025 and in our other reports we file with the SEC, including our periodic reports on Form 10-Q and current reports on Form 8-K. Readers are also urged to carefully review and consider the various disclosures made by us in this Report and in our other reports we file with the SEC, including our periodic reports on Forms 10-Q and current reports on Form 8-K, and those described from time to time in our press releases and other communications, which attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations. 4 Table of Contents PART 1 – FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS JONES SODA CO. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) September 30, 2025 December 31, 2024 ASSETS Current assets: Cash $ 199 $ 1,275 Accounts receivable, net of allowance of $ 29 and $ 77 , respectively 2,852 1,858 Current note receivable 500 - Current licensing fees receivable 150 - Inventories, net 3,261 3,364 Prefunded insurance premiums from financing - 199 Prepaid expenses and other current assets 2,337 614 Current assets of discontinued operations - 1,070 Total current assets 9,299 8,380 Long-term note receivable 1,140 - Long-term licensing fees receivable 1,599 - Fixed assets, net of accumulated depreciation of $ 410 and $ 422 , respectively 44 108 Non-current assets of discontinued operations - 35 Total assets $ 12,082 $ 8,523 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 5,589 $ 3,279 Accrued expenses 1,246 2,464 Revolving credit facility 1,710 291 Insurance premium financing - 199 Promissory notes 185 - Current liabilities of discontinued operations - 134 Total current liabilities 8,730 6,367 Total liabilities 8,730 6,367 Commitments and contingencies (Note 11) - - Shareholders’ equity: Common stock, no par value: Authorized — 800,000,000 . Issued and outstanding shares — 117,674,036 shares and 115,867,659 shares, respectively 95,691 94,883 Common stock, no par value Authorized — 800,000,000 . Issued and outstanding shares — 117,674,036 shares and 115,867,659 shares, respectively 95,691 94,883 Accumulated other comprehensive income 279 222 Accumulated deficit ( 92,618 ) ( 92,949 ) Total shareholders’ equity 3,352 2,156 Total liabilities and shareholders’ equity $ 12,082 $ 8,523 See accompanying notes to condensed consolidated financial statements. 5 Table of Contents JONES SODA CO. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data) 2025 2024 2025 2024 Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net Revenue $ 4,500 $ 3,915 $ 13,624 $ 15,155 Cost of goods sold ( 3,201 ) ( 3,180 ) ( 9,302 ) ( 10,543 ) Gross profit 1,299 735 4,322 4,612 Operating expenses: Selling and marketing 1,013 1,513 3,186 4,622 General and administrative 1,688 1,841 4,219 5,598 Total operating expenses ( 2,701 ) ( 3,354 ) ( 7,405 ) ( 10,220 ) Loss from operations ( 1,402 ) ( 2,619 ) ( 3,083 ) ( 5,608 ) Other income (expenses): Interest income 54 7 60 13 Interest expense ( 87 ) ( 10 ) ( 235 ) ( 17 ) Other (expense) income, net 9 ( 3 ) ( 264 ) 15 Gain on disposition of subsidiaries - - 3,663 - Total other (expenses) income ( 24 ) ( 6 ) 3,224 11 Income (loss) before income taxes ( 1,426 ) ( 2,625 ) 141 ( 5,597 ) Income tax expense, net ( 2 ) ( 5 ) ( 9 ) ( 26 ) Income from continuing operations ( 1,428 ) ( 2,630 ) 132 ( 5,623 ) Income from discontinued operations - 2 199 275 Net income (loss) $ ( 1,428 ) $ ( 2,628 ) $ 331 $ ( 5,348 ) Earning (loss) per share – basic and diluted Income (loss) from continuing operations $ ( 0.01 ) $ ( 0.02 ) $ 0.00 $ ( 0.05 ) Income from discontinued operations $ - $ 0.00 $ 0.00 $ 0.00 Total $ ( 0.01 ) $ ( 0.02 ) $ 0.00 $ ( 0.05 ) Weighted average common shares outstanding - basic and diluted 117,313,096 111,244,803 116,459,818 105,015,962 See accompanying notes to condensed consolidated financial statements. 6 Table of Contents JONES SODA CO. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (In thousands, except per share data) 2025 2024 2025 2024 Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net income (loss) $ ( 1,428 ) $ ( 2,628 ) $ 331 $ ( 5,348 ) Other comprehensive income (loss) Foreign currency translation adjustment ( 29 ) 7 46 ( 60 ) Reclassification of foreign currency translation differences upon disposal of the foreign operation - - 11 - Total comprehensive income (loss) $ ( 1,457 ) $ ( 2,621 ) $ 388 $ ( 5,408 ) See accompanying notes to condensed consolidated financial statements. 7 Table of Contents JONES SODA CO. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS ’ EQUITY (Unaudited) (In thousands, except per share data) Number Amount Income Deficit Equity Common Stock Accumulated Other Comprehensive Accumulated Total Shareholders’ Number Amount Income Deficit Equity Balance as of December 31, 2024 115,867,659 $ 94,883 $ 222 $ ( 92,949 ) $ 2,156 Shares issued for restricted share units 1,806,377 - - - - Fair value of warrants issued - 65 - - 65 Stock-based compensation - 743 - - 743 Net Income - - - 331 331 Other comprehensive income - - 57 - 57 Balance as of September 30, 2025 117,674,036 95,691 279 ( 92,618 ) 3,352 Balance as of December 31, 2023 101,258,135 $ 90,273 $ 331 $ ( 83,054 ) $ 7,550 Private Placement Offering 11,010,000 3,661 - - 3,661 Stock-based compensation 2,698,467 986 - - 986 Shares withheld for taxes upon RSU vesting ( 210,000 ) ( 93 ) - - ( 93 ) Exercise of Pinestar Warrants 974,808 44 - - 44 Exercise of Stock Options 136,250 37 - - 37 Net Loss - - - ( 5,348 ) ( 5,348 ) Other comprehensive loss - - ( 60 ) - ( 60 ) Balance as of September 30, 2024 115,867,660 $ 94,908 $ 271 $ ( 88,402 ) $ 6,777 Common Stock Accumulated Other Comprehensive Accumulated Total Shareholders’ Number Amount Income Deficit Equity Balance as of June 30, 2025 116,567,152 $ 95,221 $ 308 $ ( 91,190 ) $ 4,339 Shares issued for restricted share units 1,106,884 - - - - Fair value of warrants issued - 14 - - - Stock-based compensation - 456 - - - Net loss - - - ( 1,428 ) ( 1,428 ) Other comprehensive loss - - ( 29 ) - ( 29 ) Balance as of September 30, 2025 117,674,036 95,691 279 ( 92,618 ) 3,352 Balance as of June 30, 2024 103,768,173 $ 90,973 $ 264 $ ( 85,774 ) $ 5,463 Balance 103,768,173 $ 90,973 $ 264 $ ( 85,774 ) $ 5,463 Private Placement Offering 11,010,000 3,661 - - 3,661 Stock-based compensation 1,299,487 367 - - 367 Shares withheld for taxes upon RSU vesting ( 210,000 ) ( 93 ) - - ( 93 ) Net loss - - - ( 2,628 ) ( 2,628 ) Net Income (loss) - - - ( 2,628 ) ( 2,628 ) Other comprehensive income - - 7 - 7 Balance as of September 30, 2024 115,867,660 $ 94,908 $ 271 $ ( 88,402 ) $ 6,777 Balance 115,867,660 $ 94,908 $ 271 $ ( 88,402 ) $ 6,777 See accompanying notes to condensed consolidated financial statements. 8 Table of Contents JONES SODA CO. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands, except per share data) 2025 2024 Nine Months Ended September 30, 2025 2024 OPERATING ACTIVITIES: Net income (loss) $ 331 $ ( 5,348 ) Less: Income from discontinued operations ( 199 ) ( 275 ) Net Income (loss) from continuing operations 132 ( 5,623 ) Adjustments to reconcile net income (loss) to net cash flows used in operating activities: Accretion of interest of note receivable ( 50 ) - Finance income ( 8 ) - Finance costs 178 - Licensing fees ( 45 ) - Loss on disposal 10 - Gain on disposition of subsidiaries ( 3,663 ) - Depreciation 45 41 Stock-based compensation 743 986 Change in allowance for credit losses ( 48 ) ( 206 ) Write-off of obsolete inventory ( 38 ) - Changes in operating assets and liabilities: Accounts receivable ( 819 ) ( 486 ) Inventories 152 ( 2,351 ) Prefunded insurance premiums from financing 199 357 Prepaid expenses and other current assets ( 1,837 ) ( 845 ) Other assets - 206 Accounts payable 2,307 2,009 Accrued expenses ( 1,230 ) 1,153 Taxes payable - 2 Net cash used in continuing operations ( 3,972 ) ( 4,757 ) INVESTING ACTIVITIES: Disposal of a subsidiary, net of cash disposed of 1,003 - Proceeds from disposal of property, plant and equipment 10 ( 27 ) Net cash provided by (used in) investing activities 1,013 ( 27 ) FINANCING ACTIVITIES: Net Proceeds from Private Placement Offering - 3,661 Net cash from revolving credit facility 1,342 - Proceeds on issuance of promissory notes 450 - Repayment of promissory notes ( 300 ) - Proceeds from the exercise of Pinestar Warrants - 44 Proceeds from the exercise of stock options - 37 Payment of taxes on RSU withholding - ( 93 ) Repayments on insurance financing ( 199 ) ( 357 ) Net cash provided by financing activities 1,293 3,292 DISCONTINUED OPERATIONS: Net cash provided by operating activities of discontinued operations 288 350 Net cash Provided by discontinued operations 288 350 Net change in cash ( 1,378 ) ( 1,142 ) Effect of exchange rate changes on cash 44 ( 40 ) Cash from continuing operations, beginning of period 1,275 1,748 Cash from discontinued operations, beginning of period 258 2,119 Less: Cash from discontinued operations, end of period - (172 ) Cash, end of period $ 199 $ 2,513 Supplemental disclosure: Cash paid during the period for: Interest $ 63 $ 97 Income taxes $ - $ - See accompanying notes to condensed consolidated financial statements. 9 Table of Contents JONES SODA CO. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Nature of Operations and Summary of Significant Accounting Policies Jones Soda Co. develops, produces, markets and distributes premium beverages that we sell and distribute primarily in the United States and Canada through our network of independent distributors and directly to our national and regional retail accounts. We also sell products in select international markets. Our products are sold in grocery stores, convenience and gas stores, on fountain in restaurants, “up and down the street” in independent accounts such as delicatessens, sandwich shops and burger restaurants, as well as through our national accounts with several large retailers. We refer to our network of independent distributors as our direct store delivery (“DSD”) channel, and we refer to our national and regional accounts who receive shipments directly from us as our direct to retail (“DTR”) channel. We do not directly manufacture our products, but instead outsource the manufacturing process to third-party contract manufacturers. We also sell various products online, including soda with customized labels, wearables, candy and other items, and we license our trademarks for use on products sold by other manufacturers. We are a Washington corporation and have the following subsidiaries: Jones Soda Co. (USA) Inc., Jones Soda (Canada) Inc., Pinestar Gold Inc., and Mary Jones Holdco 2, Inc. (collectively, the “Subsidiaries”). On June 19, 2025, the Company consummated a Share Purchase Agreement (the “SPA”), as amended, with MJ Reg Disrupters LLC (“MJ Reg”) pursuant to which it sold all of the issued and outstanding equity interests in its wholly owned subsidiaries that operate the cannabis (THC) beverage business (the “Cannabis Subsidiaries”) (Note 2). Basis of presentation, consolidation and use of estimates The unaudited interim condensed consolidated financial statements as of and for the period ending September 30, 2025, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial reporting. These condensed consolidated financial statements include our accounts and those of our subsidiaries, with all intercompany transactions eliminated in consolidation. In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all material adjustments necessary for a fair presentation of our financial position, results of operations, and cash flows as of the dates and for the periods presented. These adjustments consist solely of normal and recurring items. The preparation of financial statements requires estimates and assumptions that impact the reported amounts of assets, liabilities, revenues, and expenses. Key areas subject to such estimates and assumptions include, but are not limited to, inventory valuation, depreciation and valuation of capital assets, accounts receivable credit loss reserve, trade promotion liabilities, stock-based compensation expense, valuation allowance for deferred income tax assets, contingencies, and forecasts supporting the going concern assumption and related disclosures. Actual results may differ from these estimates. The operating results for interim periods are not necessarily indicative of expected results for the full fiscal year. These financial statements should be reviewed in conjunction with the audited financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 . In accordance with ASC 205-20, the Company has classified the Cannabis Subsidiaries as discontinued operations. The results of discontinued operations are presented separately in the condensed consolidated statements of operations for all periods presented and the assets and liabilities of Cannabis Subsidiaries have been reflected as assets and liabilities of discontinued operations in the accompanying unaudited condensed consolidated balance sheets for all periods presented. (Note 2). Reclassifications Certain amounts from prior periods have been reclassified to conform with the current period presentation. Liquidity As of September 30, 2025, and December 31, 2024, the Company had cash of approximately $ 0.2 million and $ 1.3 million, respectively, and working capital of approximately $ 0.6 million and $ 2.0 million, respectively. Net cash used in operating activities for the nine months ended September 30, 2025 and 2024, was approximately $ 4.0 million and $ 4.8 million, respectively. The Company reported a net income of approximately $ 0.3 million for the nine months ended September 30, 2025, compared to a net loss of approximately $ 5.3 million for the nine months ended September 30, 2024. As of September 30, 2025, the Company’s accumulated deficit decreased to approximately $ 92.6 million, compared to approximately $ 92.9 million as of December 31, 2024. For the nine months ended September 30, 2025, net cash provided by investing activities was approximately $ 1 million. This amount was primarily attributable to cash proceeds of $ 1 million received in connection with the disposition of the Cannabis Subsidiaries. For the nine months ended September 30, 2025, net cash provided by financing activities was approximately $ 1.3 million. This amount was primarily attributable to net proceeds of $ 1.3 million from a new credit facility and repayments of approximately $ 0.2 million under the Company’s insurance financing agreement. In addition, the Company issued a $ 0.5 million promissory note to its Chairman of the Board, of which $ 0.3 million was repaid during the period. We have experienced recurring losses from operations and negative cash flows from operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. To address this issue, in the first quarter of fiscal year 2025, the Company changed its senior leadership and is focusing on reducing its operating expenses while bringing products to market with higher margins and potentially higher customer demand. Additionally, on February 19, 2025, the Company, through a wholly-owned subsidiary (the “Subsidiary”), entered into loan agreement (the “Loan Agreement”) with Two Shores Capital Corp, pursuant to which the Subsidiary may borrow a maximum aggregate amount of up to $ 5 million, subject to satisfaction of certain conditions. All advances drawn under the Loan Agreement will bear interest at a rate of 13.75 % per annum and all present and future obligations of the Subsidiary arising under the Loan Agreement are secured by a first priority security interest in all of the assets of the Company, the Subsidiary and the Company’s other United States subsidiaries. The Loan Agreement replaces the $ 2 million revolving credit facility entered into by the Company in March 2024 (the “2024 Credit Facility”). The borrowing base under the Loan Agreement expands the assets that can be financed against from only accounts receivable under the 2024 Credit Facility to accounts receivable, inventory and customer purchase orders. Based on management’s current operating plan, the Company believes its cash on hand, projected cash generated from product sales and funds received from under the Loan Agreement are sufficient to fund the Company’s operations for a period of at least 12 months subsequent to the issuance of the accompanying Condensed Consolidated Financial Statements. There is no assurance that management’s current operating plan will be successful. 10 Table of Contents Revenue recognition The Company’s contracts have a single performance obligation, which is satisfied at the point in time when title and the significant risks and rewards of ownership of the product transfer to the customer. This transfer is deemed to occur when products are either loaded onto a truck for shipment or at the Free on Board (“FOB”) shipping point. The Company primarily receives fixed consideration for product sales, subject to adjustments as outlined below. Shipping and handling costs paid by customers, primarily related to online orders, are included in revenue and totaled approximately $ 0.06 million and $ .02 million for the three months ended September 30, 2025, and 2024, respectively and approximately $ 0.1 million and $ .08 million for the nine months ended September 30, 2025, and 2024, respectively. Sales tax and other similar taxes are excluded from revenue. For further details on the Company’s revenue recognition policy, refer to Note 1 of the most recently filed Form 10-K, filed on April 1, 2025. Revenue is recorded net of provisions for discounts, slotting fees payable by us to retailers to stock our products and promotional allowances. Discounts, slotting fees and promotional allowances vary the consideration we are entitled to in exchange for the sale of products to distributors. We estimate these discounts, slotting fees and promotional allowances in the same period that the revenue is recognized for product sales to customers. These estimates are based on contract terms and our historical experience with similar programs and require management judgement with respect to estimating customer participation and performance levels. Differences between estimated expense and actual costs are normally insignificant and are recognized in earnings in the period such differences are determined. The amount of revenue recognized represents the amount that will not be subject to a significant future reversal of revenue. The liability for promotional allowances is included in accrued expenses on the condensed consolidated balance sheets. Amounts paid for slotting fees are recorded as prepaid expenses on the condensed consolidated balance sheets and amortized over the corresponding term. For the three months ended September 30, 2025 and 2024, our revenue was reduced by $ 0.7 million and $ 1.5 million, respectively, and for the nine months ended September 30, 2025 and 2024, our revenue was reduced by $ 1.6 million and $ 3.1 million, respectively, in each case for slotting fees and promotion allowances. Sales to distributors and customers are generally final. However, in limited instances, the Company may accept product returns due to quality issues or distributor terminations, resulting in variable consideration. Customers typically remit payment within 30 days of receiving a valid invoice. The Company offers prompt payment discounts of up to 2 % to certain customers, generally for payments made within 15 days. These discounts are recorded as a deduction to revenue in the condensed consolidated statements of operations. As of September 30, 2025 and December 31, 2024, prompt payment discounts extended to these customers were considered immaterial to the related accounts receivable balances presented on the condensed consolidated balance sheets. Accounts Receivable The accounts receivable balance primarily consists of trade receivables from distributors and retail customers. The Company’s allowance for credit losses represents management’s best estimate of probable credit losses in existing accounts receivable, determined primarily based on current trends and historical collection data. To account for potential credit losses, the Company reserves a percentage of trade receivable balances based on collection history and prevailing economic conditions expected to impact credit risk over the life of the receivables. These reserves are regularly re-evaluated and adjusted as necessary. Account balances deemed uncollectible are written off against the allowance after all collection efforts have been exhausted and the likelihood of recovery is considered remote. As of September 30, 2025 and December 31, 2024, allowances for credit losses were approximately $ 0.03 million and $ 0.08 million, respectively, and were netted against accounts receivable. Changes in accounts receivable are primarily driven by fluctuations in order volume, the timing of product transfers to distributors, and the timing of cash collections. As of September 30, 2025, two of the Company’s independent customers accounted for approximately 25 % of outstanding accounts receivable. As of December 31, 2024, a single customer represented approximately 10.2 % of the Company’s accounts receivable balance. Earnings (loss) per share Basic earnings (loss) per share is calculated using the weighted average number of common shares outstanding during the respective reporting periods. Diluted earnings (loss) per share is computed by adjusting the weighted average number of common shares to reflect the potential impact of dilutive securities, including stock options, warrants, and restricted stock units. During the three and nine months ended September 30, 2025 and 2024, the following potentially dilutive securities were considered anti-dilutive and were therefore excluded from the computation of diluted earnings (loss) per share: ● Stock options: approximately 12,873,243 and 12,019,647 shares for the three and nine months ended September 30, 2025 and 2024, respectively ● Warrants: approximately 6,695,400 and nil shares for the three and nine months ended September 30, 2025 and 2024, respectively ● Restricted stock units: 1,106,881 and approximately 699,492 shares for the three and nine months ended September 30, 2025 and 2024, respectively 11 Table of Contents Recently Adopted Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance requires entities to provide more detailed disclosures about income tax expenses (or benefits), including components of the expense (or benefit) and the nature of significant reconciling items. Entities must also disclose information about unrecognized tax benefits, including a tabular reconciliation of beginning and ending balances of unrecognized tax benefits, and details about valuation allowances, including the nature and amount of valuation allowances recorded and released during the period. The guidance is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. The adoption of ASU 2023-09 did not have a material impact on the Company’s condensed consolidated financial statements. In March 2024, the FASB issued ASU 2024-01: Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This update provides guidance on the scope application of profits interest and similar awards under Topic 718. The amendments improve clarity and understanding of paragraph 718-10-15-3, aiding entities in determining whether a profits interest award should be accounted for as a share-based payment arrangement or similar to a cash bonus or profit-sharing arrangement. For public business entities, the amendments are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. The adoption of ASU 2024-01 did not have a material impact on the Company’s condensed consolidated financial statements. Recent Accounting Guidance Not Yet Adopted In November 2024, the FASB issued ASU 2024-03: Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This update requires entities to disaggregate income statement expenses. The guidance is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of the updated standard on our consolidated financial statements and disclosures. In December 2024, the FASB issued Accounting Standards Update (ASU) 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. This update provides guidance on accounting for induced conversions of convertible debt instruments, clarifying the criteria for determining whether settlements should be accounted for as an induced conversion. The amendments specify that an inducement offer must provide the debt holder with consideration meeting or exceeding the conversion privileges outlined in the instrument’s original terms. Additionally, the update addresses convertible debt instruments that are not currently convertible but included substantive conversion features at issuance and at the time of the inducement. The guidance is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted for entities that have adopted ASU 2020-06. We are currently evaluating the impact of adopting this guidance on our consolidated financial statements and disclosures. 2. Discontinued Operations As disclosed in Note 1, on June 19, 2025 (the “Date of Disposition”), the Company entered into the SPA to sell of all issued and outstanding equity interests in its cannabis beverage subsidiaries (the “Cannabis Subsidiaries”) pursuant to a share purchase agreement, as amended, with MJ Reg and discontinued the Cannabis-Derived (THC) Beverage. Subsequent to the transaction, the Company’s former VP of Operations was appointed as the CEO of MJ Reg. As disclosed in Note 1, on June 19, 2025 (the “Date of Disposition”), the Company entered into the SPA with its cannabis beverage subsidiaries (the “Cannabis Subsidiaries”) and the MJ Reg pursuant to which, on the Date of Disposition, the MJ Reg purchased all of the issued and outstanding shares of the Cannabis Subsidiaries from the Company for the Share Purchase Price of $ 3.0 million promissory notes and inventory for approximately $ 0.06 million as set forth in the SPA (the “Sale Transaction”). The Share Purchase Price was paid as follows: ● A $ 3.0 million promissory note, payable as follows:    ○ $ 0.5 million at the Date of Disposition (received);    ○ $ 0.5 million due on June 27, 2025 (received);    ○ $ 0.5 million due on June 19, 2026; ○ $ 0.75 million due on June 19, 2027; and ○ $ 0.75 million due on June 19, 2028. The promissory note accrues interest at the lower of 3 % per annum and the lowest amount permitted by law; provided, however, if MJ Reg satisfies its obligations under the promissory note, in full, pursuant to the terms thereof, any interest accrued pursuant to the promissory note shall be waived. Notwithstanding the foregoing, upon the occurrence of an Event of Default (as defined in the promissory note), the outstanding principal amount of the promissory note together with any accrued and unpaid interest thereon shall accrue interest at a rate of 10 % per annum. The promissory note shall mature upon the earlier of (i) June 19, 2028 and (ii) in the event of prepayment of the promissory note, the date that the principal amount of the promissory note together with the interest accrued thereon is paid in full by MJ Reg. 12 Table of Contents On June 19, 2025 (the “License Effective Date”), in connection with the SPA, the Company entered into a trademark license agreement (the “License Agreement”) with MJ Holdings pursuant to which the Company granted MJ Holdings an exclusive, freely-usable and non-transferable, fully sublicensable license to use the Licensed IP (as defined in the License Agreement) during the term of such agreement in connection with the manufacture, sale, distribution, advertising, and promotion of all current and future products (the “Licensed Products”) each consisting of a mutually agreed upon composition, formula, recipe, flavor necessary for the Licensed Products and labeling, container size, and packaging, as applicable, to be made available by MJ Holdings for sale on-site at MJ Holdings’ places of business and/or by means of other distributors of MJ Holdings globally, including in any country or jurisdiction where the sale, marketing, and distribution of the Licensed Products is lawful. Pursuant to the License Agreement, MJ Holdings shall retain the exclusive right to any consumable product containing an emulsion derived from the cannabis plant with a THC concentration greater than 0.3 % by dry weight and any Licensed IP in connection therewith. Furthermore, MJ Holdings shall own all Licensee Modified Formulas (as defined in the License Agreement) and such Licensee Modified Formulas may be incorporated and/or otherwise used in connection with a Licensed Product during the term of such agreement and at any time thereafter; provided, however, the Company shall be entitled to license the Licensee Modified Formulas on mutually agreeable terms and conditions. Notwithstanding the foregoing, the Company shall maintain exclusive rights to products containing Hemp (as defined in the SPA). Pursuant to the License Agreement, MJ Holdings shall pay the Company $ 0.15 million on the one year anniversary of the License Effective Date and $ 0.255 million on each subsequent anniversary of the License Effective Date (the “Licensing Fee”). The Licensing Fee shall be fixed and non-adjustable during the term of the License. Pursuant to ASC 820, the Company utilized its weighted average cost of capital (WACC) of 11.6 % to discount future cash flows and determined the fair values as follows: ● Promissory Note: $ 2.59 million ● Licensing Agreement: $ 1.70 million Transaction costs incurred in connection with the disposition totaled $ 0.05 million. The gain on disposal of subsidiaries was calculated as follows: Schedule Of Assets And Liabilities Operations Of Discontinued Operations Carrying value (in thousands) of net assets of the Cannabis Subsidiaries Cash $ 3 Accounts receivable 233 Inventories 157 Prepaid expenses and other current assets 332 Other assets 22 Accounts payable ( 117 ) Net asset and liabilities 630 Total consideration received, net of transaction costs Cash 61 Fair value of Promissory Note 2,591 Fair value of Licensing Agreement 1,696 Less: Transaction costs ( 55 ) 4,293 Gain on disposition $ 3,663 Following is the breakdown of the gain (loss) from discontinued operations: 2025 2024 2025 2024 Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net Revenue $ - $ 296 $ 498 $ 1,212 Cost of goods sold - ( 137 ) ( 78 ) ( 477 ) Gross profit - 159 420 735 Operating expenses: Selling and marketing - 131 134 442 General and administrative - 26 27 38 Total operating expenses - ( 157 ) ( 161 ) ( 480 ) Gain (Loss) from discontinued operations - 2 259 255 Other income (expenses): Interest income - - - 5 Other income (expense), net - - - 15 Total other income (expense) - - - 20 Tax expenses - - ( 60 ) - Net income (loss) from discontinued operations $ - $ 2 $ 199 $ 275 3. Note receivable As disclosed in Note 2, in connection with the Sale Transaction, the Company issued a promissory note with an aggregate principal amount of $ 3.0 million. The note is payable in five installments as follows: ● $ 0.5 million at the Date of Disposition (received); ● $ 0.5 million due on June 27, 2025 (received);    ● $ 0.5 million due on June 19, 2026; ● $ 0.75 million due on June 19, 2027; and ● $ 0.75 million due on June 19, 2028. 13 Table of Contents The promissory note accrues interest at the lower of 3 % per annum and the lowest amount permitted by law; provided, however, if MJ Reg satisfies its obligations under the promissory note, in full, pursuant to the terms thereof, any interest accrued pursuant to the promissory note shall be waived. Notwithstanding the foregoing, upon the occurrence of an Event of Default (as defined in the promissory note), the outstanding principal amount of the promissory note together with any accrued and unpaid interest thereon shall accrue interest at a rate of 10 % per annum. The promissory note shall mature upon the earlier of (i) June 19, 2028 and (ii) in the event of prepayment of the promissory note, the date that the principal amount of the promissory note together with the interest accrued thereon is paid in full by MJ Reg. In accordance with ASC 820, the Company applied its weighted average cost of capital of 11.6 % to discount the future cash flows associated with the note and determined the initial fair value to be $ 2.59 million. The resulting discount is being amortized over the term of the note using the effective interest method. For the nine months ended September 30, 2025, the Company recognized $ 0.05 million in finance income related to the amortization of the discount. As of September 30, 2025, the carrying value of the promissory note was $ 1.64 million, of which $ 0.50 million was classified as current. 4. Licensing fees receivable As disclosed in Note 2, in connection with the Sale Transaction, the Company entered into the License Agreement with MJ Holdings pursuant to which the Company granted MJ Holdings an exclusive, freely-usable and non-transferable, fully sublicensable license to use the Licensed IP (as defined in the License Agreement) during the term of such agreement in connection with the manufacture, sale, distribution, advertising, and promotion of all current and future products (the “Licensed Products”) each consisting of a mutually agreed upon composition, formula, recipe, flavor necessary for the Licensed Products and labeling, container size, and packaging, as applicable, to be made available by MJ Holdings for sale on-site at MJ Holdings’ places of business and/or by means of other distributors of MJ Holdings globally, including in any country or jurisdiction where the sale, marketing, and distribution of the Licensed Products is lawful. Pursuant to the License Agreement, MJ Holdings shall retain the exclusive right to any consumable product containing an emulsion derived from the cannabis plant with a THC concentration greater than 0.3 % by dry weight and any Licensed IP in connection therewith. Furthermore, MJ Holdings shall own all Licensee Modified Formulas (as defined in the License Agreement) and such Licensee Modified Formulas may be incorporated and/or otherwise used in connection with a Licensed Product during the term of such agreement and at any time thereafter; provided, however, the Company shall be entitled to license the Licensee Modified Formulas on mutually agreeable terms and conditions. Notwithstanding the foregoing, the Company shall maintain exclusive rights to products containing Hemp (as defined in the SPA). Pursuant to the License Agreement, MJ Holdings shall pay the Company $ 0.15 million on the one-year anniversary of the License Effective Date and $ 0.255 million on each subsequent anniversary of the License Effective Date (the “Licensing Fee”). The Licensing Fee shall be fixed and non-adjustable during the term of the License. In accordance with ASC 820, the Company utilized its weighted average cost of capital of 11.6 % to discount the expected future cash flows associated with the Licensing Fee and determined the initial fair value of the License Agreement to be $ 1.70 million. The resulting discount is being amortized over the term of the License Agreement using the effective interest method. For the nine months ended September 30, 2025, the Company recognized $ 0.04 million in licensing revenue and $ 0.01 million in finance income related to the amortization of the discount. As of September 30, 2025, the carrying value of the License Agreement receivable was $ 1.75 million, of which $ 0.15 million was classified as current. 5. Inventory Inventory consisted of the following: Schedule of Inventory September 30, 2025 (in thousands) December 31, 2024 (in thousands) Finished goods $ 1,852 $ 2,198 Raw materials 1,409 1,166 Inventory, Net $ 3,261 $ 3,364 Finished goods primarily consist of products ready for shipment and promotional merchandise held for sale. Raw materials include ingredients, concentrate, and packaging materials. For the three months ended September 30, 2025 and 2024, the Company recorded obsolete inventory expenses (recovery) of approximately $ nil million and $ .01 million, respectively. For the nine months ended September 30, 2025 and 2024, the Company recorded obsolete inventory expenses of approximately $ 0.04 million and $ .06 million, respectively. 14 Table of Contents 6. Fixed Assets, net Schedule of Fixed Assets, Net September 30, 2025 (in thousands) December 31, 2024 (in thousands) Vehicles $ - $ 65 Equipment 192 203 Office and computer equipment 262 262 Property, plant and equipment, gross 454 530 Accumulated depreciation ( 410 ) ( 422 ) Property, plant and equipment, net $ 44 $ 108 7. Accrued Expenses Accrued expenses consisted of the following as of September 30, 2025 and December 31, 2024: Schedule of Accrued Expenses September 30, 2025 (in thousands) December 31, 2024 (in thousands) Employee benefits $ 227 $ 220 Goods and services tax 102 155 Legal settlement - 135 Sales and marketing 334 1,309 Other accruals 583 645 Accrued expenses $ 1,246 $ 2,464 8. Revolving Credit Facility During the year ended December 31, 2024, the Company entered into a Revolving Financing and Assignment Agreement (“RFAA”), which provided a revolving credit facility of up to $ 2.0 million (the “Total Credit Facility”) at an interest rate equal to the prime rate plus 3.50 % per annum, with a minimum floor rate of 6.00 %. This facility was intended to support the Company’s working capital needs and general corporate purposes. On February 24, 2025, the Company made a payment of approximately $ 0.1 million to fully repay the Total Credit Facility and formally terminated the RFAA. Following this payment, the Company was released from any further obligations under the terms of the agreement. On February 5, 2025, the Company, through its Subsidiary, entered into a Loan Agreement with Two Shores Capital Corp., pursuant to which the Subsidiary may borrow up to an aggregate maximum amount of $ 5.0 million, subject to the satisfaction of certain conditions. Advances under the Loan Agreement bear interest at a rate of 13.75 % per annum. All present and future obligations of the Subsidiary under the Loan Agreement are secured by a first-priority security interest in all assets of the Company, the Subsidiary, and the Company’s other U.S. subsidiaries. As of September 30, 2025, the outstanding balance under the Loan Agreement, including accrued interest, was approximately $ 1.70 million. The Company is obligated to provide periodic financial reporting, reporting of its inventory and accounts receivable listings, maintenance of its subsidiaries in good legal standing, maintenance of its insurance policies and payments of its tax obligations. In connection with the Loan Agreement with Two Shores Capital Corp., the Company issued total 1,000,000 warrants to Two Shores Capital Corp., exercisable at a price of $ 0.45 per share for a period of three years from the date of issuance. The Company estimated the fair value of the warrants at $ 65,215 on the issuance date. This amount was recognized as finance costs in the condensed consolidated statements of operations. The valuation of the warrants was performed using the Black-Scholes option pricing model, applying the following weighted-average assumptions: Schedule of Weighted Average Assumptions Using the Black Scholes Valuation of Warrants ● Stock price $ 0.20 ● Risk free interest rate 3.91 % ● Expected volatility 79 % ● Expected life (in years) 3 ● Expected dividend nil 9. Promissory Notes On May 2, 2025, the Company entered into a Promissory Note (the “Note”) with the Chairman of the Board of the Company (the “Lender”) for a principal amount of $ 0.45 million. The Note carries a fixed interest rate of 12 % per annum and is payable monthly in arrears. The principal, together with accrued interest, is due and payable in full by October 10, 2025. In addition to the principal and interest payments, the Company is required to pay a loan origination fee of $ 22,000 , which is due on the date of maturity. The Note permits the Company to make prepayments without penalty, provided there is no default in payment obligations. During the three and nine months ended September 30, 2025, the Company repaid $ 0.13 million and $ 0.30 million, respectively, on the Notes. 10. Insurance Premium Financing Effective November 15, 2024, the Company entered into a 1 one-year financing agreement with IPFS Corporation to fund a portion of its insurance premiums in the amount of $ 0.2 million. Repayments are made quarterly on January 15, 2025, April 15, 2025, and by July 15, 2025, the entirety of the financing was paid off in full. The interest rate is 8.99 % and there are no covenants associated with this agreement. 11. Membership Agreement Obligation On September 1, 2022, the Company entered into a revocable membership and licensing agreement with Saltbox Inc. for shared office and warehouse access in Seattle, WA. This agreement establishes a licensor-licensee relationship rather than a lease, and no lease liability or right-of-use asset is recorded. Initially, the agreement had a 1 one-year term with monthly payments of $ 8,000 . Upon renewal, the Company opted for a month-to-month arrangement at $ 9,000 per month. On February 28, 2025, the Company provided notice of its intent to exit the agreement after securing lower-cost facilities. 15 Table of Contents 12. Shareholders’ Equity On March 15, 2022, our Board adopted the 2022 Plan, which became effective upon approval by our shareholders on May 16, 2022. Under the 2022 Plan, the sum of (i) 10,000,000 shares of the Company’s common stock, plus (ii) the number of shares of common stock reserved, but unissued under the 2011 Plan, plus (iii) the number of shares of common stock underlying forfeited awards under the 2011 Plan are initially available for issuance of awards under the 2022 Plan. Additionally, the number of shares of the Company’s common stock available reserved under the 2022 Plan is subject to an annual increase on the first day of each calendar year beginning with the first January 1 following the effective date of the 2022 Plan and ending with the last January 1 during the initial ten-year term of the 2022 Plan, equal to the lesser of (A) 4% of the shares of the Company’s common stock outstanding (which shall include shares issuable upon the exercise or conversion of all outstanding securities or rights convertible into or exercisable for shares, including without limitation, preferred stock, warrants and employee options to purchase any shares) on the final day of the immediately preceding calendar year and (B) such lesser number of shares of common stock as determined by our Board. The Company may grant incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock units and other stock-based awards to participants to acquire shares of Company common stock under the 2022 Plan. The 2022 Plan will be administered by the plan administrator (as defined in the 2022 Plan. The Board may grant awards to employees, officers, directors, consultants, agents, advisors, and independent contractors. Stock options are issued at the closing price on the grant date and generally have a 10 ten-year term. As of September 30, 2025, 4,281,158 shares remained available for future awards under the Plan. (a) Stock options: A summary of our stock option activity is as follows: Schedule of Stock Option Activity Outstanding Options September 30, 2025 September 30, 2024 Number of Shares Weighted Average Exercise Price ($) (Per Share) Number of Shares Weighted Average Exercise Price ($) (Per Share)) Opening 8,647,984 0.26 11,407,772 0.26 Granted 6,495,000 0.26 2,200,000 0.24 Exercised - - ( 136,250 ) 0.27 Forfeited / Expired ( 2,269,741 ) 0.24 ( 1,451,875 ) 0.29 Closing 12,873,243 0.26 12,019,647 0.25 Exercisable 4,990,483 0.27 5,676,126 0.27 The following table summarizes information about stock options outstanding and exercisable under our stock incentive plans as of September 30, 2025: Schedule of Stock Options Outstanding And Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Per Share Number Exercisable Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Per Share $ 0.165 to $ 0.25 5,760,379 8.17 0.20 2,304,755 6.99 0.21 $ 0.251 to $ 0.40 6,486,290 8.56 0.29 2,086,290 7.08 0.27 $ 0.401 to $ 0.55 437,500 5.54 0.49 412,239 5.48 0.49 $ 0.551 to $ 0.70 189,074 5.94 0.62 187,199 5.94 0.62 12,873,243 8.25 0.26 4,990,483 6.87 0.27 16 Table of Contents (b) Restricted stock awards: Beginning May 13, 2022, the Company’s Board of Directors determined that restricted stock units (RSUs) would be awarded as equity compensation for non-employee directors, replacing stock options, based on the recommendation of the Compensation and Governance Committee. RSUs vest incrementally per the award agreement, with certain awards vesting immediately upon a “Change in Control” as defined in the 2022 Plan. Previously, from January 1, 2020, through February 15, 2022, non-employee directors received annual non-qualified stock option grants, which vested on the first anniversary of the grant date, subject to continued service. Grants were determined by dividing $ 25,000 by the closing share price on the grant date. New directors joining the Board before February 15, 2022, received prorated stock option awards under similar terms. Stock option and RSU awards were governed by the 2011 Plan (prior to the 2022 Plan) and respective grant agreements. On December 30, 2022, the Company entered into rescission agreements with certain non-employee directors and its Chief Executive Officer and President, rescinding and canceling all RSUs granted during 2022, including shares issued upon RSU vesting in August 2022, without consideration. During the three and nine months ended September 30, 2025, the Company issued 1,106,884 and 1,806,377 common shares, respectively, to settle the vested RSUs. On July 16, 2025, the Company granted 2,213,765 RSUs to members of its Board of Directors. The aggregate grant-date fair value of the RSUs was $ 0.4 million, determined in accordance with ASC 718, Compensation—Stock Compensation. Under the terms of the award, 50 % of the RSUs vested immediately upon grant. The remaining 50 % are scheduled to vest in equal installments on September 30, 2025 and December 31, 2025, subject to continued service. As of September 30, 2025, and December 31, 2024, the Company had 1,106,881 and nil RSUs outstanding. (c) Stock-based compensation expense: Stock-based compensation expense is recognized using the straight-line attribution method over the employees’ requisite service period. We recognize compensation expense for only the portion of stock options or restricted stock expected to vest. Therefore, we apply estimated forfeiture rates that are derived from historical employee termination behavior. If the actual number of forfeitures differs from those estimated by management, additional adjustments to stock-based compensation expense may be required in future periods. As of September 30, 2025, we had unrecognized compensation expense related to stock options of $ 0.9 million and RSUs of $ 0.1 million to be recognized over the remaining vesting terms. The following table summarizes the stock-based compensation expense (in thousands): Schedule of Stock-based Compensation Expense 2025 2024 2025 2024 Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Stock options $ 154 $ 175 $ 441 $ 523 Warrants - 18 - 18 Restricted stock 302 174 302 445 Allocated Stock-based compensation $ 456 $ 367 $ 743 $ 986 Consolidated Statements of Operations account: Selling and marketing 42 31 115 83 General and administrative 414 336 628 903 Stock-based compensation expense $ 456 $ 367 $ 743 $ 986 17 Table of Contents We employ the following key weighted-average assumptions in determining the fair value of stock options, using the Black-Scholes option pricing model and the simplified method to estimate the expected term of “plain vanilla” options: Schedule of Weighted-average Assumptions in Fair Value of Stock Options September 30, 2025 September 30, 2024 Expected dividend yield - - Expected stock price volatility 76 % 89.3 % Risk-free interest rate 4.45 % 4.20 % Expected term (in years) 10 5.9 Weighted-average grant date fair-value $ 0.21 $ 0.18 As of September 30, 2025, the aggregate intrinsic value of outstanding stock options was approximately $ 23,750 , while the intrinsic value of exercisable options was approximately $ 7,500 . Intrinsic value is calculated as the quoted market price of the stock at the balance sheet date less the exercise price of the option. (d) Warrants During the year ended December 31, 2024, the Company issued 5,505,000 warrants, each with an exercise price of $ 0.50 per warrant, exercisable for a period of 24 months from the issuance date. Additionally, 440,400 broker’s warrants were issued in connection with private placements completed during the year ended December 31, 2024. As of September 30, 2025 and December 31, 2024, these warrants remained outstanding. As discussed in Note 8, in connection with the Loan Agreement with Two Shores Capital Corp., the Company issued 1,000,000 warrants to Two Shores Capital Corp., exercisable at a price of $ 0.45 per share for a period of three years from the date of issuance. The following table presents a summary of the Company’s outstanding warrants as of September 30, 2025: Schedule of Warrants Outstanding Expiry Date Number Outstanding Remaining Contractual Life (Years) Exercise Price Per Share (in dollar) Number Exercisable July 26, 2026 3,767,500 0.82 $ 0.50 3,767,500 July 31, 2026 800,000 0.83 0.50 800,000 August 21, 2026 1,377,900 0.89 0.50 1,377,900 May 30, 2028 750,000 2.67 0.45 750,000 August 5, 2028 250,000 2.85 0.45 250,000 6,945,400 6,945,400 18 Table of Contents 13. Segment Information Subsequent to the disposition of the Cannabis-Derived (THC) Beverages segment, the Company’s only operating and reportable segment is beverages. This segment includes both Jones Soda’s traditional craft sodas, known for their unique flavors, pure cane sugar formulation, and consumer-driven branding as well as our modern soda’s such as Pop Jones, Fiesta Jones and hemp derived products such as HD9. The products are distributed through various channels, including retail stores, foodservice outlets, and direct-to-consumer platforms. The Chief Operating Decision Maker (“CODM”) of the Company, who is also the Chief Executive Officer (“CEO”), is responsible for evaluating the performance of the Company’s operations. The evaluation focuses primarily on key financial metrics such as net operating revenues and operating income (loss). Based on this consolidated approach to assessing performance and allocating resources, the Company does not present additional segment information in its financial disclosures. Furthermore, in accordance with ASC 280, the Company provides the following entity-wide disclosures for the three months and nine months ended September 30, 2025 and 2024: Net Sales by Geographic Location : The breakdown of the Company’s net sales by geographic location are as follows: Schedule of Net Sales and Loss from Operations by Geographic Location (in thousands) September 30, 2025 September 30, 2024 For the three months ended (in thousands) September 30, 2025 September 30, 2024 Segment Results – Net sales United States $ 3,760 $ 3,451 Canada 740 464 Total $ 4,500 $ 3,915 (in thousands) September 30, 2025 September 30, 2024s For the nine months ended (in thousands) September 30, 2025 September 30, 2024s Segment Results – Net sales United States $ 11,290 $ 12,327 Canada 2,334 2,828 Total $ 13,624 $ 15,155 Segment Results – Loss from operations $ 13,624 $ 15,155 Net sales generated in the United States accounted for 85 % and 87 % of total revenue during the three months ended September 30, 2025, and 2024, respectively. Net sales generated in the United States accounted for 84 % and 81 % of total revenue during the nine months ended September 30, 2025, and 2024, respectively. Income (loss) from Operations by Geographic Location : The breakdown of the Company’s income (loss) from operations by geographic location is as follows: (in thousands) September 30, 2025 September 30, 2024 For the three months ended (in thousands) September 30, 2025 September 30, 2024 Segment Results – Income (loss) from continuing operations United States $ ( 1,408 ) $ ( 2,423 ) Canada ( 20 ) ( 207 ) Total $ ( 1,428 ) $ ( 2,630 ) (in thousands) September 30, 2025 September 30, 2024 For the nine months ended (in thousands) September 30, 2025 September 30, 2024 Segment Results – Income (loss) from continuing operations United States $ 145 $ ( 6,083 ) Canada ( 13 ) 460 Total $ 132 $ ( 5,623 ) Segment Results – Income (loss) from continuing operations $ 132 $ ( 5,623 ) 19 Table of Contents Long-Lived Assets: All of the Company’s long-lived assets are located in the United States. 14. Commitments and Contingencies Commitments As of September 30, 2025, we continue to have commitments to various suppliers of raw materials. Purchase obligations under these commitments are expected to total $ 2.3 million. Legal proceedings The California Department of Public Health (“CDPH”) issued a cease-and-desist letter to the sale and distribution of Mary Jones hemp infused sodas in California through Jones Soda’s wholly owned subsidiary Mary Jones Michigan, LLC. The state alleged that the Company’s products violated California law by failing to properly label the products and that the products contained hemp-derived THC isolate, which they did not. The Company disputed the CDPH position, however, it voluntarily agreed to cease distribution of its hemp infused soda in California. While CDPH requested additional information from the Company regarding the status of the recall for distributed products, the action appeared to be resolved by September 2024. In April 2025, shortly before the statute of limitations expired for any further action by CDPH relating to Mary Jones sodas, CDPH filed a Complaint, and on June 27, 2025, the CDPH filed an amended compliant, in Los Angeles Superior Court naming Jones Soda and other businesses who were involved in the sale of infused soda in California in the spring of 2024, which the Company intends to dispute. The Company has been served with a lawsuit by a supplier on August 11, 2025 concerning an alleged breach of contract and unjust enrichment in the amount of $ 342,373 . The Company intends to file a counterclaim against the plaintiff for an amount in excess of the damages alleged in the complaint. The Company filed a motion to dismiss and on October 27, 2025, the United States Central District Court of California, the Court dismissed the action without prejudice. We are or may be involved from time to time in various claims and legal actions arising in the ordinary course of business, including proceedings involving employee claims, contract disputes, product liability, other general liability claims and government and regulatory actions, as well as trademark, copyright, and related claims and legal actions. In the opinion of our management, the ultimate disposition of these matters will not have a material adverse effect on our condensed consolidated financial position, results of operations or liquidity. 20 Table of Contents ITEM 2. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. You should read the following discussion and analysis in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Report and our audited consolidated financial statements and notes thereto for the year ended December 31, 2024 included in our Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission ( “ SEC ” ) on April 1, 2025. This Report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “ believe, ” “ expect, ” “ intend, ” “ anticipate, ” “ estimate, ” “ may, ” “ will, ” “ can, ” “ plan, ” “ predict, ” “ could, ” “ future, ” “ continue, ” variations of such words, and similar expressions. These statements are only predictions. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors, including the risks outlined at the beginning of this Report under “ Cautionary Notice Regarding Forward-Looking Statements ” and in Item 1A of our most recent Annual Report on Form 10-K filed with the SEC, and in our other reports we file with the SEC, including our periodic reports on Form 10-Q and current reports on Form 8-K. These factors may cause our actual results to differ materially from any forward-looking statements. Except as required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Overview We develop, produce, market and distribute premium beverages that we sell and distribute primarily in the United States and Canada through our network of independent distributors and directly to our national and regional retail accounts. We also sell products in select international markets. Our products are sold in grocery stores, convenience and gas stores, on fountain in restaurants, “up and down the street” in independent accounts such as delicatessens, sandwich shops and burger restaurants, as well as through our national accounts with several large retailers. We refer to our network of independent distributors as our direct store delivery (“DSD”) channel, and we refer to our national and regional accounts who receive shipments directly from us as our direct to retail (“DTR”) channel. We do not directly manufacture our products but instead outsource the manufacturing process to third-party contract manufacturers. We also sell various products online, including soda with customized labels, wearables, candy and other items, and we license our trademarks for use on products sold by other manufacturers. Our company is a Washington corporation formed in 2000 as a successor to Urban Juice and Soda Company Ltd., a Canadian company formed in 1986. Our principal place of business is located at 1522 Western Ave, STE 24150, Seattle, WA 98101. Our telephone number is (206) 624-3357. Products Our strategy is to evolve from a craft soda company (Jones Soda) to a diverse beverage company covering additional growing market segments including modern soda (Pop Jones and Fiesta Jones) and the alternative adult beverages. Our product line-up currently consists of the following: Jones Soda Jones Soda is our premium carbonated soft drink. We sell Jones Soda in premium glass bottles and cans, with labels featuring photos sent to us by our consumers. Over one million photos have been submitted to us. We believe this unique interaction with our consumers distinguishes our brand and offers a strong competitive advantage for Jones Soda. Additionally, we release various label campaigns that celebrate our consumers and the positive impact such consumers have on the world. Our products are made from high quality ingredients, including cane sugar and natural colors and flavors when possible. We also sell Jones Soda in more traditional flavors such as Cream Soda, Cola, Root Beer and Orange & Cream. Pop Jones and Fiesta Jones (Modern Soda market segment) We continue to see a growing market in our health focused soda brands, which we consider to be the “modern soda” market. We believe that Rrecent growth by industry competitors such as Poppi and Olipop have proven out thedemonstrates that there is growing consumer demand for this market segment. In 2024, Jones launched its Pop Jones and Fiesta Jones product lines, which were intended to capitalize on this growing market opportunity. Mary Jones (Hemp Derived Products) & Spiked Jones (Alternative Adult market segment) Jones started offering its hemp-derived Delta-9 THC products in 2024 through the Mary Jones brand, including with a line of four flavors of Mary Jones hemp-derived sodas. Since that time, Mary Jones has expanded its portfolio to include four flavors of 10mg Mary Jones shooters, four flavors of Mary Jones gummies, and a line of Mary Jones zero sugar sodas (which we launched in September 2025). Although we believe there is currently a growing market for these products as consumers continue to migrate away from traditional beer and wine products, on November 12, 2025, the federal spending legislation passed to reopen the U.S. federal government contained a provision, which when implemented, would materially alter the federal treatment of hemp-derived products by prohibiting the unregulated sale of intoxicating hemp-based or hemp-derived products (including HD9 products), while also caping legal hemp products at 0.4 milligrams of total THC (and similar-effect cannabinoids) per product. Although, the Company believes that when implemented, this legislation would likely require the Company to significantly reformulate or discontinue the Company’s current hemp-derived HD9 product lines., since this legislation does not become effective until November 2026, the Company does not expect it to have a material effect on the Company’s HD9 product sales in the fourth quarter of 2025. Additionally, we launched in the third quarter of 2025 our line of hard craft sodas “spiked” with alcohol under the brand name “Spiked Jones”. Fountain (food services market segment) Drawing inspiration from our traditional bottles, our fountain equipment and cups are branded with an engaging collage of consumer-submitted photos that are inspired by the business themes of our retail partners and the regions in which they are located. Our fountain offerings include traditional flavors such as Cane Sugar Cola, Sugar Free Cola, as well as cane sugar sweetened Ginger Ale, Orange & Cream, Root Beer and Lemon Lime. Rounding out the lineup are two of our most popular cane sugar flavors, Berry Lemonade and Green Apple. We have developed other products in select markets that include teas, lemonade, vitamin enhanced waters, hydration beverages, as well as naturally flavored sparkling waters. We continue to see growing interest from larger quick service restaurants, corporate accounts, retailers, celebrity chefs and a variety of other outlets looking for differentiated offerings in their fountain soda. We feel that Jones on fountain enhances the consumer experience, while appealing to a broad demographic. We believe our national brand awareness and customer-centric approach make us unique compared to other craft soda competitors within this category. Our Focus: Sales Growth Our focus is sales growth through execution of the following key initiatives: ● Expand the Jones Soda glass bottle business in existing and new sales channels; ● Expand our business in the modern soda category through our Pop Jones and Fiesta Jones brands; ● Expand our fountain program in the United States and Canada; and, ● Grow our Spiked Jones alcohol infused brand throughout the US. 21 Table of Contents Results of Operations The following selected financial and operating data are derived from our condensed consolidated financial statements and should be read in conjunction with our condensed consolidated financial statements. Three months ended September 30, 2025 and 2024 2025 2024 (Dollars in thousands) (Dollars in thousands) % Change Revenue $ 4,500 $ 3,915 14.9 % Cost of Goods Sold (3,201 ) (3,180 ) 0.7 % Gross Profit 1,299 735 76.7 % % of Revenue 28.9 % 18.8 % Three months ended September 30, 2025 Compared to Three months ended September 30, 2024 Revenue For the quarter ending September 30, 2025, revenue increased by approximately $0.6 million, or 14.9%, to approximately $4.5 million compared to approximately $3.9 million for the quarter ending September 30, 2024. The increase in revenue was driven by higher sales in its HD9 products ($0.2 Million) , direct to consumer products ($0.2 million), fountain products ($0.1 million), Spiked Jones products ($0.1 million) and lower tradespend ($0.5 million), which was partially offset by loss in core soda sales ($0.5 million). Core soda sales were front end loaded in 2024 with one customer taking a large pipeline fill order in the second quarter of 2024 which did not repeat in 2025. Management expects to see growth in the fourth quarter driven by Core Soda and direct to consumer (DTC), as well as growth in club, food service and convenience store channels. Gross Profit For the quarter ending September 30, 2025, gross profit increased by approximately $0.6 million, or, or 76.7%, to approximately $1.3 million compared to approximately $0.7 million for the quarter ending September 30, 2024 mostly driven by lower trade spend, lower product costs for the Company’s products as well as lower freight and warehousing charges. For the quarter ending September 30, 2025, gross margin increased significantly to 28.9% from 18.8% in the quarter ending September 30, 2024. The Company continues to look for opportunities to decrease the cost of goods sold with its co-manufacturers and our warehouse and freight providers. Selling and Marketing Expenses Selling and marketing expenses for the third quarter ending September 30, 2025 were approximately $1 million, a decrease of approximately $0.5 million, or 33%, from approximately $1.5 million for the third quarter ending September 30, 2024. This decrease was primarily a result of decreased online marketing spend and tradeshows and sponsorships for both the Jones Soda and Mary Jones brands in the third quarter of 2025 compared to the same quarter of 2024. Selling and marketing expenses as a percentage of revenue decreased to 22.5% in the third quarter ending September 30, 2025 from 38.6% in the same period in 2024. We intend to continue to look for clear return on investment from our selling and marketing expenses to drive profitable sales. For the three months ending September 30, 2025, and 2024, non-cash expenses included in selling and marketing expenses (stock compensation and depreciation) were approximately $45,000 and $37,000, respectively. General and Administrative Expenses General and administrative expenses for the third quarter ending September 30, 2025 were approximately $1.7 million compared to $1.8 million in the third quarter ending September 30, 2024 or a reduction of $0.1 million. General and administrative expenses as a percentage of revenue decreased to 38% in the third quarter ending September 30, 2025 from 46% in the same quarter in 2024 or an approximately eight percentage points decrease. We intend to continue to look for additional opportunities to reduce our G&A costs beyond the cost reductions achieved in 2025. For the three months ending September 30, 2025, and 2024, non-cash expenses included in general and administrative expenses (stock compensation and depreciation) were approximately $425,000 and $345,000, respectively. 22 Table of Contents Income Tax Expense We incurred approximately $2,000 and $5,000 of income tax expense during the quarter ended September 30, 2025 and 2024, respectively. We have not recorded any tax benefit for the loss in our U.S. operations as we have recorded a full valuation allowance on our U.S. net deferred tax assets. We expect to continue to record a full valuation allowance on our U.S. net deferred tax assets until we sustain an appropriate level of taxable income through improved U.S. operations. Our effective tax rate is based on recurring factors, including the forecasted mix of income before taxes in various jurisdictions, estimated permanent differences and the recording of a full valuation allowance on our U.S. net deferred tax assets. Net income (loss) Net Loss for the quarter ended September 30, 2025 was approximately $1.4 million compared to net loss of approximately $2.6 million for the quarter ended September 30, 2024, an improvement of $1.2 million. This decrease in net loss was primarily due to the increase in gross profit and the decreases in selling and marketing expenses and general and administrative expenses in the third quarter of 2025 compared to the third quarter of 2024. Nine months ending September 30, 2025 and 2024 2025 2024 (Dollars in thousands) (Dollars in thousands) % Change Revenue $ 13,624 $ 15,155 (10.1 )% Cost of Goods Sold (9,302 ) (10,543 ) (11.8 )% Gross Profit 4,322 4,612 (6.3 )% % of Revenue 31.7 % 30.4 % Nine months ending September 30, 2025 Compared to Nine months ending September 30, 2024 Revenue For the nine months ending September 30, 2025, revenue decreased by approximately $1.5 million, or 10.1%, to approximately $13.6 million compared to approximately $15.1 million for the nine months ending September 30, 2024. The decrease in sales revenue was driven by lower sales in its core soda business ($3.7 million decrease year over year) and direct to consumer business ($0.1 million), which was partially offset by HD9 products ($0.7 million increase year over year) and lower tradespend ($1.5 million). HD9 grew $0.7 million over the nine months from $1.7 million in the prior year to $2.5 million or 30% growth for the nine months ending September 30, 2025 . Core soda sales were front end loaded in 2024 with one customer taking a large pipeline fill order in the second quarter of 2024 which did not repeat in 2025. Gross Profit For the nine months ending September 30, 2025, gross profit decreased by approximately $0.3 million, or 6.3%, to approximately $4.3 million compared to approximately $4.6 million for the nine months ending September 30, 2024 because of lower revenue, being partially offset by lower cost of goods sold. For the nine months ending September 30, 2025, gross margin increased to 31.7% from 30.4% in the comparable period driven by lower product costs for Jones products as well as lower freight and warehousing charges. The Company continues to The Company continues to focus on reducing product costs by negotiating lower co-manufacturing fees along with lower raw material and packaging costs. Selling and Marketing Expenses Selling and marketing expenses for the nine months ending September 30, 2025, were approximately $3.2 million, a decrease of approximately $1.4 million, or 30%, from approximately $4.6 million in the comparable period. This decrease was primarily a result of decreased online marketing spend and tradeshows and sponsorships for both the Jones Soda and Mary Jones brands in the nine months ending September 30, 2025, compared to the same period in 2024. Selling and marketing expenses as a percentage of revenue decreased to 23.5% in the nine months ending September 30, 2025, from 30.4% in the same period in 2024. We intend to continue to look for clear return on investment from our selling and marketing expenses to drive profitable sales. For the nine months ending September 30, 2025, and 2024, non-cash expenses included in selling and marketing expenses (stock compensation and depreciation) were approximately $127,000 and $101,000, respectively. 23 Table of Contents General and Administrative Expenses General and administrative expenses for the nine months ending September 30, 2025, were approximately $4.2 million compared to $5.6 million in the first nine months ending September 30, 2024, or a reduction of $1.4 million (25% reduction). General and administrative expenses as a percentage of revenue decreased to 30.9% in the mine months ending September 30, 2025, from 37% in the same period in 2024 or an approximately 6 percentage points decrease. We continue to look for additional opportunities to reduce our G&A costs beyond the cost reductions achieved in the nine months ending September 30, 2025. For the nine months ending September 30, 2025, and 2024, non-cash expenses included in general and administrative expenses (stock compensation and depreciation) were approximately $660,000 and $927,000, respectively. Income Tax Expense We incurred approximately $9,000 and $26,000 of income tax expense during the nine months ending September 30, 2025, and 2024, respectively. We have not recorded any tax benefit for the loss in our U.S. operations as we have recorded a full valuation allowance on our U.S. net deferred tax assets. We expect to continue to record a full valuation allowance on our U.S. net deferred tax assets until we sustain an appropriate level of taxable income through improved U.S. operations. Our effective tax rate is based on recurring factors, including the forecasted mix of income before taxes in various jurisdictions, estimated permanent differences and the recording of a full valuation allowance on our U.S. net deferred tax assets. Net Income (loss) Net Income for the nine months ending September 30, 2025, was approximately $0.3 million compared to net loss of approximately $5.4 million for nine months ending September 30, 2024, or an improvement of $5.7 million. The improvement in income was primarily due to the decreases in selling and marketing expenses and general and administrative expenses in the nine months of 2025 compared to the nine months of 2024 and gain on sale of the Cannabis business which was partially offset by reduced sales revenues and gross profit. Seasonality and other fluctuations Our sales are seasonal and we experience fluctuations in quarterly results as a result of many factors. We historically have generated a greater percentage of our revenues during the warm weather months of April through September. Sales may fluctuate materially on a quarter to quarter basis or an annual basis when we launch a new product or fill the “pipeline” of a new distribution partner or a large retail partner. Sales results may also fluctuate based on the number of stock keeping units (“SKU”) selected or removed by our distributors and retail partners through the normal course of serving consumers in the dynamic, trend-oriented beverage industry. As a result, management believes that period-to-period comparisons of results of operations are not necessarily meaningful and should not be relied upon as any indication of future performance or results expected for the fiscal year. Liquidity and Capital Resources As of September 30, 2025, and December 31, 2024, the Company had cash of approximately $0.2 million and $1.3 million, respectively, and working capital of approximately $0.6 million and $2.0 million, respectively. Net cash used in operating activities for the nine months ended September 30, 2025 and 2024, was approximately $4.0 million and $4.8 million, respectively. The Company reported a net income of approximately $0.3 million for the nine months ended September 30, 2025, compared to a net loss of approximately $5.3 million for the nine months ended September 30, 2024. As of September 30, 2025, the Company’s accumulated deficit decreased to approximately $92.6 million, compared to approximately $92.9 million as of December 31, 2024. For the nine months ended September 30, 2025, net cash provided by investing activities was approximately $1 million. This amount was primarily attributable to cash proceeds of $1 million received in connection with the disposition of the Company’s Cannabis business. For the nine months ended September 30, 2025, net cash provided by financing activities was approximately $1.3 million. This amount was primarily attributable to net proceeds of $1.3 million from a new credit facility and repayments of approximately $0.2 million under the Company’s insurance financing agreement. In addition, the Company issued a $0.5 million promissory note to its Chairman of the Board, of which $0.3 million was repaid during the period. We have experienced recurring losses from operations and negative cash flows from operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. To address this issue, in the first quarter of fiscal year 2025, the Company changed its senior leadership and is focusing on reducing its operating expenses while bringing products to market with higher margins and potentially higher customer demand. Additionally, on February 5, 2025, the Company, through a wholly-owned subsidiary (the “Subsidiary”), entered into loan agreement (the “Loan Agreement”) with Two Shores Capital Corp, pursuant to which the Subsidiary may borrow a maximum aggregate amount of up to $5 million, subject to satisfaction of certain conditions. All advances drawn under the Loan Agreement will bear interest at a rate of 13.75% per annum and all present and future obligations of the Subsidiary arising under the Loan Agreement are secured by a first priority security interest in all of the assets of the Company, the Subsidiary and the Company’s other United States subsidiaries. The Loan Agreement replaces the $2 million revolving credit facility entered into by the Company in March 2024 (the “2024 Credit Facility”). The borrowing base under the Loan Agreement expands the assets that can be financed against from only accounts receivable under the 2024 Credit Facility to accounts receivable, inventory and customer purchase orders. Based on management’s current operating plan, the Company believes its cash on hand, projected cash generated from product sales and funds received from under the Loan Agreement are sufficient to fund the Company’s operations for a period of at least 12 months subsequent to the issuance of the accompanying Condensed Consolidated Financial Statements. There is no assurance that management’s current operating plan will be successful. 24 Table of Contents Critical Accounting Policies and Estimates See the information concerning our critical accounting policies and estimates included under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation – Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 1, 2025. There have been no material changes in our critical accounting policies during the nine months ended September 30, 2025. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 4. CONTROLS AND PROCEDURES. (a) Evaluation of disclosure controls and procedures We maintain disclosure controls and procedures (as such terms are defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of September 30, 2025. (b) Changes in internal controls over financial reporting The Company made changes in our internal controls over financial reporting during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Based on our evaluation under the COSO framework, management concluded that, as of such date, our internal controls over financial reporting were effective as of the end of the period covered by this interim report on Form 10-Q due to material weaknesses as described herein. Management previously has identified the following material weaknesses: ● The Company had key senior accounting personnel transitioned over the course of the year-end process from the end of 2024 through the beginning of 2025. As a result, adjustments to the year end balances were required to be made. Action : The Company hired an experienced public company Chief Financial Officer in January as well as an additional senior level CPA in June with public company experience. ● During the transition period noted above the Company lacked sufficient resources with respect to the number of people employed in its accounting department and the adequacy of their training in relation to its financial reporting requirements. Action : The Company hired an experienced public company Chief Financial Officer in January as well as an additional senior level CPA in June with public company experience. ● The Company is now through that transition and the new leadership team will ensure previously effective controls are followed by the time we report the third quarter interim results and reinforced adherence to the set of internal controls that Company has previously successfully abided by over the past years. 25 Table of Contents PART II – OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We are not currently involved in any material legal proceedings. We may be involved from time to time in various claims and legal actions arising in the ordinary course of business, including proceedings involving employee claims, contract disputes, product liability and other general liability claims, as well as trademark, copyright, and related claims and legal actions. In the opinion of our management, the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity. ITEM 1A. RISK FACTORS If enacted into law, recent federal legislation would prohibit the unregulated sale of intoxicating hemp-based or hemp derived products (including delta-8/HD9), which would negatively impact the Company’s revenues from its hemp-derived HD9 products. On November 12, 2025, U.S. federal legislation was signed into law that, when implemented, would materially alter the federal treatment of hemp-derived products by narrowing the 2018 Farm Bill’s hemp carveout. This new federal law prohibits the unregulated sale of intoxicating hemp-based or hemp-derived products (including delta-8/HD9 and similar isomers) and redefines legal hemp to apply a total-THC standard across all tetrahydrocannabinols and any cannabinoids with similar effects, as determined by the U.S. Department of Health and Human Services (“HHS”). The legislation also caps legal hemp products at 0.4 milligrams of total THC (and similar-effect cannabinoids) per product, prohibits “intermediate” hemp-derived cannabinoid products marketed directly to consumers, and bars products containing cannabinoids synthesized or manufactured outside of the cannabis plant or not capable of being naturally produced by it. Within 90 days of enactment, the U.S. Food and Drug Administration (“FDA”) and other agencies is required to publish lists of cannabinoids known to be naturally produced by Cannabis sativa L., tetrahydrocannabinol-class cannabinoids naturally occurring in the plant, and other cannabinoids with similar or marketed-similar effects, with the new total-THC framework taking effect within one year. The bill also restricts retail channels by targeting sales in online marketplaces, gas stations, and convenience stores for products deemed intoxicating. This new law is scheduled to become effective in November 2026, and once implemented would likely require significant reformulation or discontinuation of the Company’s current hemp-derived product lines, accelerate inventory obsolescence and write-downs, disrupt supply chains (including upstream intermediate inputs), and increase the Company’s compliance, testing, labeling, and distribution costs. The total-THC and “similar effects” standards also creates interpretive uncertainty and potential variability in enforcement pending FDA/HHS guidance, as well as raises the risks of litigation, recalls, and uneven state-federal alignment. Limitations on online and convenience retail channels could adversely affect sell-through and customer acquisition, while the prohibition on synthesized or non-naturally occurring cannabinoids may reduce product innovation and margin profiles. Collectively, these factors could materially and adversely impact the Company’s business, financial condition, results of operations, and cash flows. Other than the above, there have been no material changes in the risk factors set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, ISSUER PURCHASES OF EQUITY SECURITIES. None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS 3.1 Articles of Incorporation of Jones Soda Co. (Previously filed as, and incorporated herein by reference to, Exhibit 3.1 to our annual report on Form 10-KSB for the fiscal year ended December 31, 2000, filed on March 30, 2001; File No. 333-75913). 3.2 Amended and Restated Bylaws of Jones Soda Co. (Previously filed with, and incorporated herein by reference to, Exhibit 3.1 to our quarterly report on Form 10-Q, filed on November 8, 2013; File No. 000-28820). 3.3 Articles of Amendment to Articles of Incorporation of Jones Soda Co. dated May 16, 2022. (Previously filed with, and incorporated herein by reference to, Exhibit 3.3 to our registration statement on Form S-1, filed on June 14, 2022; File No. 333-265598). 31.1 Certification of Chief Executive Officer, pursuant to Rules 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 31.2 Certification of Chief Financial Officer, pursuant to Rules 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 32.1 Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). 32.2 Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability. 26 Table of Contents 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 thereunto duly authorized. JONES SODA CO. (Registrant) November 14, 2025 By: /s/ Brian Meadows Brian Meadows Chief Financial Officer 27