What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-31 compared with 2025-04-01 · 97 added, 84 removed, 125 unchanged (59% of the section changed)

AND PROCEDURES.

CONTROLS AND PROCEDURES.

Control and Procedures

34 unchanged sentences

Based on our evaluation under the COSO

framework, management concluded that , as of such date, our internal controls over financial reporting were not effective as of

the end of the period covered by this Annual Report on Form 10-K due to material weaknesses as describe herein.

A material weakness is

a control deficiency (within the meaning of the Public Company Accounting Oversight Board (United States) Auditing Standard No.

combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim

financial statements will not be prevented or detected.

Management 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.

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.

The Company announced a new experienced CFO in February, 2025.

The Company hired additional CPA consultants to complete the year end

Company is now through that transition and the new leadership team will ensure previously effective controls are followed by the time

we report the second quarter interim results and reinforced adherence to the set of internal controls that Company has previously successfully

abided by over the past years.

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 Annual Report on Form 10-K

Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

1 unchanged sentence

exemption from Section 404(b) of the Sarbanes- Oxley Act of 2002 for non-accelerated filers.

OTHER INFORMATION

the three months ended December 31, 2025, none of our directors or executive officers adopted , modified or terminated a “Rule 10b5-1

trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

DISCLOSURE REGARDING

FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE

OFFICERS AND CORPORATE GOVERNANCE.

regarding our Code of Ethics is included in Item 1 of Part I, and that information is incorporated by reference herein.

2 unchanged sentences

with Section 16(a),” “Board Meetings and Committees,” “Audit Committee,” “Director Nomination Process,”

and “Executive Officers.” Our 2025 Proxy Statement is expected to be filed within 120 days of December 31, 2024, our fiscal

COMPENSATION.

and “Executive Officers.” This information is expected to be filed within 120 days of December 31, 2025, our fiscal

EXECUTIVE COMPENSATION.

called for by Part III, Item 11, will be included in our 2025 Proxy Statement, and is incorporated herein by reference to the sections

1 unchanged sentence

within 120 days of December 31, 2025, our fiscal year end.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.

SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.

information called for by Part III, Item 12, will be included in our 2026 Proxy Statement, and is incorporated herein by reference to

13 unchanged sentences

Equity Compensation Plans Not Approved by Shareholders

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

called for by Part III, Item 13, will be included in our 2025 Proxy Statement, and is incorporated herein by reference to the sections

1 unchanged sentence

is expected to be filed within 120 days of December 31, 2025, our fiscal year end.

ACCOUNTING FEES AND SERVICES.

PRINCIPAL ACCOUNTING

FEES AND SERVICES.

called for by Part III, Item 14, will be included in our 2026 Proxy Statement, and is incorporated herein by reference to the sections

1 unchanged sentence

Our 2026 Proxy Statement is expected to be filed within 120 days of December 31, 2025, our fiscal year end.

AND FINANCIAL STATEMENT SCHEDULES.

(a) Documents

filed as part of this Report are as follows:

The consolidated financial statements, related notes and report of independent

registered public accounting firm are included in Item 8 of Part II of this Report.

EXHIBITS AND FINANCIAL

STATEMENT SCHEDULES.

All schedules have been omitted because they are not applicable or not

required, or the required information is included in the financial statements or notes thereto.

The required exhibits are included at the end of this Report and are described in the exhibit

Documents filed as part

of this Report are as follows:

Financial Statements:

consolidated financial statements, related notes and report of independent registered public accounting firm are included in Item

8 of Part II of this Report.

Financial Statement Schedules:

All schedules have been omitted because they are not applicable or not required, or the required information is included in the financial

statements or notes thereto.

exhibits are included at the end of this Report and are described in the exhibit index.

following exhibits are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference.

1 unchanged sentence

incorporated by reference, the document to which it is cross referenced is made.

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.

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.

of Amendment to Articles of Incorporation of Jones Soda Co.

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.

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.

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.

(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.

Description of Registrant’s Securities (filed herewith).

of Registration Rights Agreement (Previously filed with, and incorporated herein by reference to, Exhibit 10.3 to our current report

on Form 8-K, filed on March 27, 2018; File No.

Rights Agreement dated July 14, 2021 between Jones Soda Co.

and SOL Verano Blocker 1 LLC (Previously filed with, and incorporated

herein by reference to, Exhibit 10.2 to our Current Report on Form 8-K, filed on July 20, 2021; File No.

Rights Agreement dated February 9, 2022 between Jones Soda Co.

and the holders of the Contingent Convertible Debentures (Previously

filed with, and incorporated herein by reference to, Exhibit 10.2 to our Current Report on Form 8-K, filed on February 15, 2022;

Form of Registration Rights Agreement (Previously filed with, and incorporated herein by reference to, Exhibit 10.3 to our current report on Form 8-K, filed on March 27, 2018; File No.

Registration Rights Agreement dated July 14, 2021 between Jones Soda Co.

and SOL Verano Blocker 1 LLC (Previously filed with, and incorporated herein by reference to, Exhibit 10.2 to our Current Report on Form 8-K, filed on July 20, 2021; File No.

Registration Rights Agreement dated February 9, 2022 between Jones Soda Co.

and the holders of the Contingent Convertible Debentures (Previously filed with, and incorporated herein by reference to, Exhibit 10.2 to our Current Report on Form 8-K, filed on February 15, 2022; File No.

Form of Registration Rights Agreement (Previously filed with, and incorporated herein by reference to, Exhibit 10.1 to our Current Report on Form 8-K, filed on August 1, 2024; File No.

1 unchanged sentence

(Previously filed with, and incorporated herein by reference to, Exhibit 4.1 to our Current Report on Form 8-K, filed on August 1, 2024; File No.

Agreement dated December 30, 2022, between Jones Soda Co.

and Mark Murray (Previously filed with, and incorporated herein by reference

to, Exhibit 10.1 to our current report on Form 8-K, filed on January 6, 2023; File No.

of Claims Agreement dated June 8, 2023, between the Company and Mark Murray (Previously filed with, and incorporated herein by reference

to, Exhibit 10.1 to our current report on Form 8-K, filed on June 13, 2023; File No.

Agreement dated February 5, 2025, between the Company and Scott Harvey (Previously filed with, and incorporated herein by reference

to, Exhibit 10.1 to our current report on Form 8-K, filed on February 13, 2025; File No.

Agreement dated February 12, 2025, between the Company and Brian Meadows (Previously filed with, and incorporated herein by reference

to, Exhibit 10.2 to our current report on Form 8-K, filed on February 13, 2025; File No.

Recission Agreement dated December 30, 2022, between Jones Soda Co.

and Mark Murray (Previously filed with, and incorporated herein by reference to, Exhibit 10.1 to our current report on Form 8-K, filed on January 6, 2023; File No.

Release of Claims Agreement dated June 8, 2023, between the Company and Mark Murray (Previously filed with, and incorporated herein by reference to, Exhibit 10.1 to our current report on Form 8-K, filed on June 13, 2023; File No.

Employment Agreement dated February 5, 2025, between the Company and Scott Harvey (Previously filed with, and incorporated herein by reference to, Exhibit 10.1 to our current report on Form 8-K, filed on February 13, 2025; File No.

Employment Agreement dated February 12, 2025, between the Company and Brian Meadows (Previously filed with, and incorporated herein by reference to, Exhibit 10.2 to our current report on Form 8-K, filed on February 13, 2025; File No.

Jones Soda Co.

2011 Incentive Plan.

(Previously filed with, and incorporated herein by reference to, Annex A to our Definitive Proxy Statement

on Schedule 14A, filed on April 12, 2011, File No.

2022 Omnibus Equity Incentive Plan (Previously filed with, and incorporated herein by reference to, Annex B to our Definitive

Proxy Statement on Schedule 14A, filed on April 1, 2022, File No.

(Previously filed with, and incorporated herein by reference to, Annex A to our Definitive Proxy Statement on Schedule 14A, filed on April 12, 2011, File No.

Jones Soda Co.

2022 Omnibus Equity Incentive Plan (Previously filed with, and incorporated herein by reference to, Annex B to our Definitive Proxy Statement on Schedule 14A, filed on April 1, 2022, File No.

Form of Restricted Stock Unit Award Agreement under the Jones Soda Co.

4 unchanged sentences

and Jerry Goldner (Previously filed with, and incorporated herein by reference to Exhibit 10.9 on our Annual Report on Form 10-K, filed on April 1, 2024, File No.

Financing and Assignment Agreement dated May 17, 2024 between Jones Soda Co.

and Amerisource Funding Inc.

Employment Agreement

dated February 5, 2025, between the Company and Scott Harvey (Previously filed with, and incorporated herein by reference to, Exhibit

10.1 to our quarterly report on Form 10-Q, filed on August 14, 2024; File No.

from Armanino LLP (Previously filed with, and incorporated herein by reference to, Exhibit 16.1 to our current report on Form 8-K,

filed on July 18, 2023; File No.

Loan Agreement between Jones Soda Co.

and Two Shores Capital Corp.

dated February 6, 2025 (Previously filed with, and incorporated herein by reference to, Exhibit 10.1 to our quarterly report on Form 10-Q, filed on May 15, 2025;

Amendment to Loan Agreement between Jones Soda Co.

and Two Shores Capital Corp.

dated December 1, 2025.

Revolving Credit Note between Jones Soda Co.

and Two Shores Capital Corp.

dated February 19, 2025

Amendment to Revolving Credit Note between Jones Soda Co.

and Two Shores Capital Corp.

dated December 1, 2025.

Securities Purchase Agreement dated June 19, 2025, by and among Jones Soda Co,, Mary Jones Holdings, Inc., Mary Jones Beverage (Canada) Inc., and MJ Reg Disruptors, LLC (Previously filed with, and incorporated herein by reference to, Exhibit 10.1 to our current report on Form 8-K, filed on June 30, 2025; File No.

Amendment to Securities Purchase Agreement dated June 19, 2025, by and among Jones Soda Co., Mary Jones Holdings, Inc., Mary Jones Beverage (Canada) Inc., and MJ Reg Disruptors, LLC (Previously filed with, and incorporated herein by reference to, Exhibit 10.2 to our current report on Form 8-K, filed on June 30, 2025; File No.

Trademark License Agreement dated June 19, 2025, by and between the Company and Mary Jones Holdings, Inc.

(Previously filed with, and incorporated herein by reference to, Exhibit 10.3 to our current report on Form 8-K, filed on June 30, 2025; File No.

Consent, Release and Termination dated June 19, 2025, by and between the Company and Two Shores Capital Corp.

(Previously filed with, and incorporated herein by reference to, Exhibit 10.5 to our current report on Form 8-K, filed on June 30, 2025; File No.

Employment Offer Letter by the Company to Gabe Carimi dated February 27, 2024 (Previously filed with, and incorporated herein by reference to Exhibit 10.10 to our Amendment No.

1 to our Annual Report on Form 10-K, filed on May 1, 2025, File No.

Separation Agreement and General Release dated June 13, 2025, by and between the Company and Gabe Carimi (Previously filed with, and incorporated herein by reference to, Exhibit 10.4 to our current report on Form 8-K, filed on June 30, 2025; File No.

Letter from Armanino LLP (Previously filed with, and incorporated herein by reference to, Exhibit 16.1 to our current report on Form 8-K, filed on July 18, 2023; File No.

Insider Trading Policy (Previously wiled with, and incorporated by reference to, Exhibit 19.1 to our amendment to annual report on Form 10-K/A, filed on May 1, 2025;

Subsidiaries of the Registrant (Filed herewith).

Consent of Berkowitz, Pollack Brant Advisors + CPAs (Filed herewith).

Consent of Davidson & Company LLP (Filed herewith).

Certification by Scott Harvey, Chief Executive Officer, pursuant to Rule 13a-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith).

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Inline XBRL Instance Document.