UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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 26, 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
4,066,048 |
| (8) |
SHARED VOTING POWER
-0- | |
| (9) |
SOLE DISPOSITIVE POWER
4,066,048 | |
| (10) |
SHARED DISPOSITIVE POWER
-0- |
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,066,048 |
| (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)
9.78%* |
| (14) |
TYPE OF REPORTING PERSON (See Instructions)
IV, CO |
* Calculated based on 41,575,861 shares of Common Stock issued and outstanding as of March 14, 2019, as reported in the Issuer’s Schedule 14A filed on March 26, 2019.
| 2 |
This Amendment No. 1 (“Amendment No. 1”) amends the Schedule 13D filed on March 25, 2019, (the “Original Schedule 13D” and, as amended, the “Schedule 13D”), and relates to common shares (the “Common Shares”) of Jones Soda Co. (the “Issuer”), a Washington corporation. The Original Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 1. Capitalized terms used but not otherwise defined shall have the respective meanings ascribed to such terms in the Original Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and restated as follows:
The 4,066,048 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 $1,816,700.56 (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 5. Interest in Securities of the Issuer
Items 5(a) and (b) of the Schedule 13D are hereby amended and restated as follows:
As of the date hereof, the Reporting Person beneficially owns 4,066,048 shares of Common Stock, representing 9.78% 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.
Item 5(c) of the Schedule 13D is hereby supplemented with the following:
Set forth on Schedule A hereto is a description of transactions with respect to the Common Stock that have occurred since the filing date of the Original Schedule 13D. All such transactions were acquired through broker’s transactions in the open market, and per share prices do not include any commissions paid in connection with such transactions. Except as set forth on Schedule A, the Reporting Person has not effected any transaction in the Common Stock since the filing date of the Original Schedule 13D.
Item 7. Material to be filed as Exhibits
Item 7 of the Schedule 13D is hereby supplemented with the following:
99.2 Press Release, dated March 28, 2019
| 3 |
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 28, 2019 | SOL GLOBAL INVESTMENT CORP. | |
| By: | /s/ Peter Liabotis | |
| Name: | Peter Liabotis | |
| Title: | Chief Financial Officer | |
| 4 |
SCHEDULE A
Trading Data
| Trade Date: | Shares of Common Stock Purchased: | Price Per Share(1): | ||||||
| 3/26/2019 | 416,000 | $ | 0.6542 | |||||
| 3/27/2019 | 254,000 | $ | 0.7185 | |||||
(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.
| 5 |
SOL Global Increases Stake in Jones Soda to 9.8 Percent
TORONTO, March 28, 2019 /PRNewswire/ - SOL Global Investments Corp. (“SOL Global” or the “Company”) (CSE: SOL) (OTCQB: SOLCF) (Frankfurt: 9SB) is pleased to announce it has increased its investment in premium soda-maker Jones Soda Co. (“Jones Soda”) (OTCQB: JSDA).
SOL Global has acquired a total of 4,066,048 common shares of Jones Soda, or approximately 9.8 percent of the total issued and outstanding common shares of Jones Soda. SOL Global has filed an amendment to the Schedule 13D that the Company had previously filed with the United States Securities and Exchange Commission describing its additional 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.
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.
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.