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EX-10.1 - EX-10.1 - JONES SODA CO | v56088exv10w1.htm |
8-K - FORM 8-K - JONES SODA CO | v56088e8vk.htm |
Exhibit 99.1
For Immediate Release
Jones Soda Co. Secures $10 Million Committed Equity Financing Facility
Seattle, Washington (June 14, 2010) Jones Soda Co. (Nasdaq: JSDA), a leader in the
premium soda category and known for its unique branding and innovative marketing, today announced
that it has entered into a committed equity financing facility under which it may sell up to $10
million of its registered common stock to Glengrove Small Cap Value, Ltd. over an approximately
24-month period. Jones Soda is not obligated to utilize the facility and remains free to enter into
other financing transactions.
Jones Soda will determine, at its sole discretion, the timing, dollar amount and floor price per share
for any draw under this facility, subject to certain conditions. When and if Jones Soda elects to use
the facility, the number and price of shares sold in each draw will be determined by a contractual
formula, whereby Jones Soda will issue shares to Glengrove at a pre-negotiated discount to the daily
volume weighted average price of Jones Sodas common stock over a preceding period of trading days.
Reedland Capital Partners, an Institutional Division of Financial West Group, Member FINRA/SIPC,
acted as placement agent for the initial signing of the facility and will receive a fee for its
services at the time of any draw under the facility.
In connection with the execution of the equity financing facility, Jones Soda will issue to Glengrove
70,053 shares of registered common stock as a commitment fee. The offer and sale of shares by
Jones Soda under this equity facility have been registered pursuant to a shelf registration declared
effective by the Securities and Exchange Commission on May 18, 2010.
Jones Soda intends to use the proceeds from any sale of securities under the facility for targeted
funding for new marketing programs, to secure and grow larger distributor and national retail
accounts, and for working capital and other general corporate purposes.
This
equity line provides us with an important financing option, said Bill Meissner, Jones Sodas Chief
Executive Officer. The facility has a competitive cost of capital and flexible structure and
offers a means to strengthen our financial position and support our continuing efforts to expand
the distribution of our brands in new and existing markets.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy
these securities, nor shall there be any sale of these securities in any jurisdiction in which an
offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of such jurisdiction.
About Jones Soda Co.
Headquartered in Seattle, Washington, Jones Soda Co.® markets and distributes premium
beverages under the Jones Soda, Jones Pure Cane Soda®, Jones 24C®, Jones
GABA®, and Whoopass Energy Drink® brands and sells through its distribution
network in markets primarily across North America. A leader in the premium soda category, Jones is
known for its variety of flavors and innovative labeling technique that incorporates
always-changing photos sent in from its consumers. Jones Soda is sold
through traditional beverage retailers. For more information visit www.jonessoda.com, www.myjones.com, and
www.jonesGABA.com.
ForwardLooking Statements Disclosure
Certain statements in this press release are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements regarding our anticipated
use of proceeds from any sale of securities under the equity facility and our marketing, national
retail and distribution growth strategies. Forward-looking statements include all passages
containing words such as aims, anticipates, becoming, believes, continue, estimates,
expects, future, intends, plans, predicts, projects, targets, or upcoming.
Forward-looking statements are based on the opinions and estimates of the management at the time
the statements are made and are subject to certain risks and uncertainties that could cause actual
results to differ materially from those anticipated in the forward-looking statements. Factors
that could affect Jones Sodas actual results include, among others, its inability to achieve levels of
revenue and cost reductions that are adequate to support its capital and operating requirements in
order to continue as a going concern; its inability to generate sufficient cash flow from
operations, or to obtain funds through additional financing or other strategic alternatives, to
support its business plan; the impact of the global economic crisis, which has continued to have a
greater than expected impact on Jones Sodas business; its inability to increase points of distribution
for its products or to successfully innovate new products and product extensions; its inability to
establish distribution arrangements with distributors, retailers or national retail accounts; its
inability to maintain relationships with its co-packers; its inability to maintain a consistent and
cost-effective supply of raw materials; its inability to receive returns on its trade spending and
slotting fee expenditures; its inability to maintain brand image and product quality; its inability
to protect its intellectual property; the impact of current and future litigation; its inability to
develop new products to satisfy customer preferences; the impact of intense competition from other
beverage suppliers; and risks and uncertainties described in Jones Sodas current and periodic reports
filed with the Securities and Exchange Commission, including its most recent annual report on Form
10-K. Readers are cautioned not to place undue reliance upon these forward-looking statements,
which speak only as to the date of this release. Except as required by law, Jones Soda undertakes no
obligation to update any forward-looking or other statements in this press release, whether as a
result of new information, future events or otherwise.
For further information, contact:
Michael R. OBrien, Chief Financial Officer, Jones Soda Co.
(206) 624-3357 or mobrien@jonessoda.com
Michael R. OBrien, Chief Financial Officer, Jones Soda Co.
(206) 624-3357 or mobrien@jonessoda.com