424B3 1 jsda-20140417x8k.htm 424B3 021f91628a7a4ba Filed Pursuant to Rule 424(b)(3) Registration No. 333-166556 PROSPECTUS JONES SODA CO. 3,057,500 Shares of Common Stock underlying Warrants This prospectus covers the sale and issuance of up to 3,057,500 shares of the common stock of Jones Soda Co. to holders of outstanding warrants, upon exercise of such warrants. The warrants were issued on February 6, 2012 in a registere d direct offering. The warrants have an exercise price of $0.70 per share and are exercisable at any time prior to the close of business on August 6, 2017. To the extent that the warrants are exercised for cash, we will receive the cash proceeds from such exercise of up to a total potential of approximately $2,140,250, based on the exercise price of $0.70 per share. Any warrants that remain unexercised as of August 6, 2017, will be automatically exercised by cashless exercise, in accordance with the terms of the warrants. The exercise price of the Warrants is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions, and also upon any distributions to our shareholders, business combinations, sale of substantially all assets and other fundamental transactions. The exercise of the warrants is subject to certain beneficial ownership and other limitations set forth in the warrants. Our common stock is traded on the OTCQB under the trading symbol “JSDA” and the closing sale price of our common stock on April 14, 2014 was $0.39 per share. The warrants are not traded or listed for trading on any securities market. Investing in our securities involves a high degree of risk and the purchasers of the securities may lose their entire investment. See “Risk Factors” beginning on page 3 of this prospectus and the risk factors described in the documents incorporated by reference into this prospectu
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