{"schema_version":"secwatch.filing_event.v1","accession":"0001641172-25-017039","form_type":"8-K","ticker":"JSDA","cik":"0001083522","company_name":"JONES SODA CO.","filed_at":"2025-06-30T23:59:59+00:00","discovered_at":"2026-05-14T18:02:47.454057+00:00","generated_at":"2026-05-18T11:59:27.956710+00:00","sec_items":["1.01","2.01","9.01","5.02","8.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Jones Soda sells cannabis Mary Jones subsidiaries for $3M; VP Gabe Carimi departs","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001641172-25-017039","json":"https://secwatch.observer/filing/0001641172-25-017039.json","markdown":"https://secwatch.observer/filing/0001641172-25-017039.md","text":"https://secwatch.observer/filing/0001641172-25-017039.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1083522/000164117225017039/0001641172-25-017039-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1083522/000164117225017039/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-18T11:59:27.956710+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"d71dfcfb96fdef42e3b5f1ac4c5a4796ab39603a","claim":"JONES SODA CO. completed a disposition involving MJ Reg Disruptors, LLC for $3,000,000 (closed 2025-06-19).","evidence_excerpt":"(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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1083522/000164117225017039/0001641172-25-017039-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"disposition"},{"label":"Counterparty","value":"MJ Reg Disruptors, LLC"},{"label":"Consideration","value":"$3,000,000"},{"label":"Closing","value":"2025-06-19"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}