JONES SODA CO. (JSDA): M&A transaction — Jones Soda sells cannabis Mary Jones subsidiaries for $3M; VP Gabe Carimi departs

JONES SODA CO.

Sold all equity of Mary Jones Holdings and Mary Jones Beverage (Canada) to MJ Reg Disruptors for $3M cash & note plus ~$61k inventory.
Buyer issued a $2.51M secured promissory note; payments due by June 2028 with interest at lower of 3% or legal max.
Entered trademark license with MJ Holdings for THC products; annual fees $150K year 1, $225K thereafter.
Gabe Carimi, VP of Operations, left effective June 13; receives 166,666 fully vested options; also signed 2-year advisory agreement for 333,334 options vesting over 2 years.
Two Shores Capital released former guarantors and terminated liens in connection with the sale.

item 1.01 item 2.01 item 9.01 item 5.02 item 8.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

JONES SODA CO. completed a disposition involving MJ Reg Disruptors, LLC for $3,000,000 (closed 2025-06-19).

Action: disposition
Counterparty: MJ Reg Disruptors, LLC
Consideration: $3,000,000
Closing: 2025-06-19

Exact text from the filing

(the “Buyer”) pursuant to which, on June 19, 2025 (the “Closing Date”), the Buyer purchased all of the issued and outstanding shares of the MJ Subsidiaries from the Company for $3,000,000 (the “Share Purchase Price”) and inventory as set forth in the SPA for approximately $61,000. The Share Purchase Price was paid as follows: (i) $489,398.70 was paid on the Closing

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4 m&a transactions filed in the last 30 days. Browse all m&a transactions →

JONES SODA CO. filing history →

Source: SEC EDGAR

accession 0001641172-25-017039

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