UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
JONES SODA CO.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
48023P106
(CUSIP Number)
SOL
Global Investments Corp.
Attn: Peter Liabotis, Chief Financial Officer
100 King Street West, Suite 5600
Toronto, ON, Canada M5X 1C9
Canada
Telephone: (212) 729-9208
With a copy to:
Richard
Raymer
Jonathan A. Van Horn
Dorsey & Whitney LLP
TD Canada Trust Tower
Brookfield Place
161 Bay Street, Suite 4310
Toronto, ON, Canada M5J 2S1
Telephone: (416) 367-7370
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 13, 2019
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)
| CUSIP No. 48023P106 | |
| (1) | NAME OF REPORTING PERSON:
SOL Global Investments Corp. |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X] |
| (3) | SEC USE ONLY
|
| (4) | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
| (5) | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
[ ] |
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER
3,396,049 |
| (8) | SHARED VOTING POWER
-0- | |
| (9) | SOLE DISPOSITIVE POWER
3,396,049 | |
| (10) | SHARED DISPOSITIVE POWER
-0- |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,396,049 |
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ] |
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.19% |
| (14) | TYPE OF REPORTING PERSON (See Instructions)
IV, CO |
| * | Calculated based on 41,464,373 shares of Common Stock issued and outstanding as of November 13, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 13, 2018 for the quarterly period ended September 30, 2018. |
Item 1. Security and Issuer
This Schedule 13D relates to the common shares (the “Common Shares”) of Jones Soda Co. (the “Issuer”), a Washington corporation. The address of the Issuer’s principal executive offices is 66 South Hanford Street, Suite 150, Seattle, WA 98134.
Item 2. Identity and Background
| (a) | This Statement is being filed by SOL Global Investments Corp, an Ontario (Canada) corporation (the “Reporting Person”). Schedule A hereto sets forth the (i) name, (ii) present principal occupation or employment and (iii) citizenship of each executive officer and director of the Reporting Person (the “Scheduled Persons”, each a “Scheduled Person”). | |
| (b) | The principal business address of the Reporting Person and each of the Scheduled Persons is 100 King Street West, Suite 5600, Toronto, ON, Canada M5X 1C9. | |
| (c) | The principal business of the Reporting Person is as an international investment company. Schedule A hereto sets forth the principal occupation or employment of each Scheduled Person. | |
| (d) | Neither the Reporting Person, nor, to the best of the Reporting Person’s knowledge, any Scheduled Person, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Neither the Reporting Person, nor, to the best of the Reporting Person’s knowledge, any Scheduled Person, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Schedule A hereto sets forth the citizenship of each Scheduled Person. |
Item 3. Source and Amount of Funds or Other Consideration
The 3,396,049 shares of Common Stock beneficially owned by the Reporting Person were acquired through broker’s transactions in the open market. The Reporting Person expended an aggregate of approximately $1,362,054.36 (including brokerage commissions) of its investment capital to acquire the shares of Common Stock reported as beneficially owned by it in this Schedule 13D.
Item 4. Purpose of Transaction
The Reporting Persons has acquired shares of Common Stock of the Issuer for investment purposes because it believes that the shares represent an attractive investment opportunity. The Reporting Person believes that there are numerous operational and strategic opportunities to maximize shareholder value of the Issuer, which opportunities may include the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. The Reporting Person has had initial discussions with certain members of the Board of Directors of the Issuer (the “Board”) and management of the Issuer regarding such opportunities and will be seeking to engage in further dialogue with the Board and management regarding these matters. On March 26, 2019, the Reporting Person expects to issue a press release announcing its acquisition of the shares of Common Stock reported as beneficially owned by it in this Schedule 13D. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 4.
Although the Reporting Person is considering plans or proposals with respect to its investment in the Issuer that could relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D, except to the extent described herein, the Reporting Person has no present plans or proposals that relate to or would result in any such matters. In addition to the initial discussions that the Reporting Person has had with certain members of the Board and management of the Issuer, the Reporting Person will pursue further dialogue with the Board and management and may also engage in discussions with other stockholders of the Issuer, knowledgeable industry or market observers, or other persons, regarding the Issuer, including but not limited to its operations, strategy, management, capital structure and its investment in the Issuer and strategic alternatives that may be available to the Issuer. Such discussions may concern ideas or proposals that, if effected, may result in one or more of the events described in Item 4 of Schedule 13D.
The Reporting Person intends to review its investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of shares of the Common Stock, other investment opportunities available to the Reporting Person, and industry conditions, the Reporting Person may take such actions with respect to its investment in the Issuer as it deems appropriate, including, without limitation, purchasing additional shares of Common Stock, selling some or all of the shares of Common Stock beneficially owned by it, engaging in short selling of or any hedging or similar transaction with respect to the shares of Common Stock beneficially owned by it, including swaps and other derivative instruments or otherwise changing its intention with respect to any and all matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer
The information contained on the cover pages of this Schedule 13D is incorporated by reference. All percentages of Common Stock outstanding contained herein are based on 41,464,373 shares of Common Stock issued and outstanding as of November 13, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 13, 2018 for the quarterly period ended September 30, 2018.
| (a), (b) | As of the date hereof, the Reporting Person beneficially owns 3,396,049 shares of Common Stock, representing 8.19% of the outstanding shares of Common Stock. The Reporting Person has sole voting and dispositive power over all shares of Common Stock beneficially owned by it. |
| (c) | Schedule B hereto sets forth all transactions with respect to the Common Stock effected by the Reporting Person in the past 60 days. All such transactions were effected by broker’s transactions in the open market, and per share prices do not include any commissions paid in connection with such transactions. |
| (d) | Not applicable. |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except for the matters described herein, the Reporting Person does not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to the securities of the Issuer.
Item 7. Material to be filed as Exhibits
99.1 Press Release, dated March 26, 2019
Signature
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: March 25, 2019 | SOL GLOBAL INVESTMENT CORP. | |
| By: |
/s/ Peter Liabotis | |
| Name: | Peter Liabotis | |
| Title: | Chief Financial Officer | |
SCHEDULE A
Directors of SOL Global Investments Corp.
| Name of Director: | Principal Occupation or Employment: | Citizenship: | ||
| Andrew DeFrancesco | Chairman of the Board of Directors and Chief Investment Officer of the Reporting Person | Canada | ||
| Brady Cobb | Director and Chief Executive Officer of the Reporting Person | United States | ||
| Roger Rai | Managing Director, E.S. Rogers Enterprises President, R3 Concepts, Inc. | Canada | ||
| Robert Reid | Co-Founder, Prohibition Partners Partner, European Cannabis Holdings | Ireland |
Executive Officers of SOL Global Investments Corp.
| Name of Executive Officer: | Executive Officer / Principal Occupation or Employment: | Citizenship: | ||
| Brady Cobb | Chief Executive Officer | United States | ||
| Peter Liabotis | Chief Financial Officer | Canada | ||
| Andrew DeFrancesco | Chief Investment Officer | Canada | ||
| Michael Barnes | Chief Medical Officer | United Kingdom | ||
| Maghsoud Dariani | Chief Science Officer | United States |
SCHEDULE B
Trading Data
| Trade Date: | Shares of Common Stock Purchased: | Price Per Share(1): | ||||||
| 2/12/2019 | 1,056,047 | $ | 0.3344 | |||||
| 2/13/2019 | 222,279 | $ | 0.3518 | |||||
| 2/14/2019 | 21,674 | $ | 0.3509 | |||||
| 2/21/2019 | 45,892 | $ | 0.3576 | |||||
| 2/25/2019 | 122,000 | $ | 0.3592 | |||||
| 2/26/2019 | 32,108 | $ | 0.3568 | |||||
| 2/28/2019 | 37,000 | $ | 0.3800 | |||||
| 3/1/2019 | 60,200 | $ | 0.3890 | |||||
| 3/4/2019 | 167,799 | $ | 0.4390 | |||||
| 3/5/2019 | 179,800 | $ | 0.4533 | |||||
| 3/6/2019 | 67,201 | $ | 0.4613 | |||||
| 3/13/2019 | 70,000 | $ | 0.3542 | |||||
| 3/14/2019 | 150,260 | $ | 0.3729 | |||||
| 3/18/2019 | 41,430 | $ | 0.3646 | |||||
| 3/19/2019 | 129,479 | $ | 0.4023 | |||||
| 3/20/2019 | 499,338 | $ | 0.4584 | |||||
| 3/21/2019 | 383,422 | $ | 0.4833 | |||||
| 3/22/2019 | 33,120 | $ | 0.4694 | |||||
| 3/25/2019 | 77,000 | 0.4860 | ||||||
(1) The reported price per share is a weighted average price of all shares of Common Stock traded on the date indicated. These shares were traded in multiple transactions. The Reporting Person undertakes to provide the Staff, upon request, full information regarding the number of shares traded on the dates set forth in this Schedule A.
SOL Global Acquires 8 Percent Stake in Iconic Soda Company Jones Soda
TORONTO, March 26, 2019 /PRNewswire/ - SOL Global Investments Corp. (“SOL Global” or the “Company”) (CSE: SOL) (OTCQB: SOLCF) (Frankfurt: 9SB) is pleased to announce its investment in leading premium soda-maker Jones Soda Co. (“Jones Soda”) (OTCQB: JSDA).
SOL Global has acquired 3,396,049 common shares of Jones Soda in the open market. SOL Global’s total investment represents approximately 8.19% of the total issued and outstanding common shares of Jones Soda which, based on publicly available information, makes it the company’s largest stockholder. SOL Global has filed a Schedule 13D with the United States Securities and Exchange Commission describing its investment in Jones Soda.
The Seattle-based Jones Soda Co., founded in 1986, is known for its wide variety of flavored craft sodas, made with pure cane sugar and other high-quality ingredients. The company’s most recent product launch, Jones Ginger Beer - as well as two new sugar-free soda flavors - join its core brands including its Jones Soda product line, Jones Carbonated Candy, and Lemoncocco, a premium non-carbonated drink made with high-quality lemon and coconut flavors. Jones Soda is sold in eye-catching glass bottles and cans and in fountains at restaurants and is distributed throughout North America. The company continues to innovate its core brands as demand for healthier sodas that contain high-quality ingredients grows and has also redeveloped the majority of its product line using colors derived from natural sources.
“Jones Soda has an iconic, retro brand in the Soda Bottle and Fountain Beverage sector, and we believe the company’s true value will be recognized by the market as its new offerings gain steam,” said SOL Global Chief Investment Officer Andy DeFrancesco. “It is clear that Jones Soda is committed to being on the front lines of innovative product development, while staying true to their iconic brand.”
SOL Global believes there are numerous operational and strategic opportunities to maximize shareholder value in Jones Soda. SOL Global will review its investment in Jones Soda on a continuing basis and reserves the right to take any action with respect to its investment it deems appropriate, including, but not limited to, purchasing additional common shares of Jones Soda, selling some or all of the common shares that SOL Global holds, or otherwise modifying its investment strategy with regard to Jones Soda.
The Global Non-Alcoholic Beverage Market
The non-alcoholic beverage marketplace is estimated to generate a revenue of approximately USD$1.2 trillion by 2023, according to Markets and Research analysis. Companies employing innovative marketing strategies, more flavor choices, and the use of natural, high-quality ingredients will continue to drive market growth in the category.
About SOL Global Investments Corp.
SOL Global is an international investment company with a focus on, but not limited to, cannabis and cannabis related companies in legal U.S. states, the hemp and CBD marketplaces and the emerging European cannabis and hemp marketplaces. Its strategic investments and partnerships across cultivation, distribution and retail complement the company’s R&D program with the University of Miami. It is this comprehensive approach that is positioning SOL Global as a future frontrunner in the United States’ medical cannabis industry.
About Jones Soda Co.
Headquartered in Seattle, Washington, Jones Soda Co.® (OTCQB: JSDA) markets and distributes premium beverages under the Jones® Soda and Lemoncocco® brands. A leader in the premium soda category, Jones Soda is known for its variety of flavors, made with cane sugar and other high-quality ingredients and incorporating always-changing photos sent in from its consumers. The diverse product line of Jones offers something for everyone - pure cane sugar soda, zero-calorie soda and Lemoncocco® non-carbonated premium refreshment. Jones Soda is sold across North America in glass bottles, cans and on fountain through traditional beverage outlets, restaurants and alternative accounts. For more information, visit www.jonessoda.com or www.myjones.com or www.drinklemoncocco.com
CONTACT INFORMATION
SOL Global Investments Corp.
Brady Cobb, CEO
Phone: (212) 729-9208
Email: info@solglobal.com
For media inquiries, please contact:
Daniel Nussbaum
AMWPR
P: 212.542.3146
E: Daniel@amwpr.com
Cautionary Statements
This press release contains “forward-looking information” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as “may”, “will”, “expect”, “likely”, “should”, “would”, “plan”, “anticipate”, “intend”, “potential”, “proposed”, “estimate”, “believe” or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy.
By their nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking information in this press release. Such factors include, but are not limited to: the Company’s ability to comply with all applicable governmental regulations in a highly regulated business; investing in target companies or projects which have limited or no operating history and are engaged in activities currently considered illegal under US federal laws; changes in laws; limited operating history; reliance on management; requirements for additional financing; competition; inconsistent public opinion and perception regarding the medical-use and adult-use marijuana industry; and regulatory or political change. Additional risk factors can also be found in the Company’s current MD&A and annual information form, both of which have been filed on SEDAR and can be accessed at www.sedar.com.
Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information. The forward-looking information contained herein is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.