Jones Soda Co. (OTC:JSDA) announced Wednesday a private placement of up to 7,500,000 units of the company at a price of 40 cents per unit, for a total gross proceeds of $3 million.

The offering comes two months after the company behind Mary Jones marijuana drinks reported its financial results for the first quarter ending March 31, revealing revenue improvement of 39% year-over-year reaching $5 million, from $3.9 million. The quarterly results include approximately $600,000 in revenue from the cannabis business – Mary Jones, compared to approximately $200,000 in the first quarter of 2023.

The Offering Highlights

Each unit will be composed of: one common share in the capital of the company, and one‐half of one detachable share purchase warrant. Each warrant will be exercisable into one common share at a price of 50 cents per share for a period of 24 months from the date of issuance, subject to certain conditions. The Vancouver, British Columbia-based company has the right to accelerate the expiry date of the warrants to the date that is 30 days following delivery of a notice of acceleration to holders of warrants if at any time the closing price of the shares on the OTC (or other stock exchange or over-the-counter market in the United States or on the Canadian Securities Exchange) exceeds 80 cents for a period of five consecutive trading days.

Each warrant may be exercised anytime during the warrant exercise period upon the voluntary election to exercise by the warrant holder.

Jones Soda plans to use the net proceeds of the offering to support growth and for standard corporate practices.

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The units are being offered and sold in the offering to persons in the United States who qualify as accredited investors in reliance on Rule 506(b) of Regulation D under the U.S. Securities Act, and outside the United States to non-U.S. persons in reliance on Regulation S under the U.S. Securities Act.

None of the common shares, warrants or common shares issuable upon the exercise of such warrants will be subject to any hold period under Canadian securities laws, but all such securities will be considered restricted securities under the U.S. Securities Act.

The company expects to close the offering on or about July 18, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the CSE.

Price Action: Jones Soda shares closed Wednesday market session 2.11% lower at 46 cents per share.

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