Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 25, 2023, the Board of Directors (the "Board") of Jones Soda Co. (the "Company") appointed Ronald Dissinger to serve as a director on the Board until the Company's next meeting of stockholders. Mr. Dissinger has been selected to serve on the Audit Committee of the Board, as chair of such committee.

The appointment of Mr. Dissinger to the Board was not made pursuant to any arrangement or understanding with any other person.

There have been no transactions since the beginning of the Company's last fiscal year and there are currently no proposed transactions to which the Company is a party, or intended to be a party, in which Mr. Dissinger has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K.

In connection with his appointment to both the Board and as Chair of the Audit Committee, Mr. Dissinger was granted 450,000 stock options, with an exercise price of $0.209 and vesting in equal amounts on May 25, 2024, May 25, 2025 and May 25, 2026, under the Company's 2022 Ominbus Equity Incentive Plan, as described in the Company's proxy statement on Schedule 14A for its 2022 Annual Meeting of Shareholders filed with the SEC on April 1, 2022.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.



Exhibit No.   Description

99.1            Press Release dated May 31, 2023
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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