---
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"
generated_at: "2026-05-18T11:59:27.956710+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Jones Soda sells cannabis Mary Jones subsidiaries for $3M; VP Gabe Carimi departs

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.01, 9.01, 5.02, 8.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001641172-25-017039
- JSON: https://secwatch.observer/filing/0001641172-25-017039.json
- Plain text: https://secwatch.observer/filing/0001641172-25-017039.txt

## Key facts
- M&A Transactions
  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
  source text: (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_url: https://www.sec.gov/Archives/edgar/data/1083522/000164117225017039/0001641172-25-017039-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.