Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On March 28, 2023, the Audit Committee of the Board of Directors (the "Audit Committee") of Jones Soda Co. (the "Company") in consultation with the management of the Company and the Company's independent registered public accounting firm, Armanino LLP, reached a determination that the Company's consolidated financial statements and related disclosures for the year ended December 31, 2021, included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 14, 2022, and for each of the quarterly and year-to-date periods ended March 31, 2022 and June 30, 2022, should no longer be relied upon because of a certain misstatement contained in those condensed consolidated financial statements.

As part of preparing the Company's consolidated financial statements as at and for the year ended December 31, 2022, an error was identified in the accounting for a short-term financing agreement that had an impact on the consolidated financial statements for the year ended December 31, 2021, which had been previously filed. Effective November 15, 2021, the Company entered into a one year financing agreement with IPFS Corporation ("IPFS") to fund a portion of its insurance premiums in the amount of $903,000. Repayments were made quarterly on January 15, 2022, April 15, 2022, and July 15, 2022 under the terms of this financing agreement with IPFS, and the entirety of the financing was paid off in full on July 15, 2022. Since under the terms of the financing agreement with IPFS, IPFS funded a portion of the Company's insurance premiums a prepaid asset was required to be recognized on our balance sheet for the year ended December 31, 2021, along with an associated liability or obligation to pay down this financing per the quarterly payment schedule noted above. The Company did not record this beforementioned asset or liability on the Company's balance sheet as of December 31, 2021, which was previously filed with the SEC.

As a result of the identification of this error, the Company's Audit Committee concluded that the previously issued consolidated financial statements as at and for the year ended December 31, 2021, were misstated. Accordingly, the Company has restated its consolidated financial statements as at and for the year ended December 31, 2021, to increase current assets and current liabilities by $903,000 on the balance sheet. Additionally, the Company has recorded the $903,000 change in prepaid asset in the operating activity portion on the statement of cash flows and the $903,000 liability in the financing activity portion of the statement of cash flows. Further, the Company has restated its consolidated financial statements as at and for the three months ended March 31, 2022, to increase current assets and current liabilities by $597,000 on the balance sheet, while recording $306,000 in additional cash provided in the operating activity portion on the statement of cash flows and $306,000 of cash used in the financing activity portion of the statement of cash flows. Finally, the Company has restated its consolidated financial statements as at and for the nine months ended June 30, 2022, to increase current assets and current liabilities by $289,000 on the balance sheet, while recording $614,000 in additional cash provided in the operating activity portion on the statement of cash flows and $614,000 of cash used in the financing activity portion of the statement of cash flows.

This error did not have any impact on the Company's consolidated statement of operations, consolidated statements of comprehensive loss, or consolidated statement of shareholders' equity.

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The impacts of this correction to fiscal year 2021 is as follows:



                                           As of
                                     December 31, 2021
                                      (In thousands)
                                        (Unaudited)
Consolidated Balance                    Restatement
Sheet:                  As Reported     Adjustments     As Restated
Current assets:
Cash and cash          $                $              $
equivalents                    4,667             -             4,667
Accounts receivable,
net of allowance of
$114                           2,662             -             2,662
Inventory                      1,923             -             1,923
Prefunded insurance
premiums from
financing                        -               903             903
Prepaid expenses and
other current assets             358             -               358
Total current assets   $       9,610    $        903   $      10,513

Current liabilities:
Accounts payable               1,239             -             1,239
Accrued expenses               1,544             -             1,544
Insurance Premium
Financing                        -               903             903
Lease liability,                 109                             109
current portion                                  -
Taxes payable                      8             -                 8
Current portion of
convertible
subordinated notes
payable, net                      92             -                92
Current portion of
accrued interest
expense                           55             -                55
2022 Financing
Proceeds Received,
Net of Closing Costs             538             -               538
Total current          $                $              $
liabilities                    3,585             903           4,488



                                        Year Ended
                                     December 31, 2021
                                      (In thousands)
                                        (Unaudited)
Consolidated
Statement of Cash       As Reported     Restatement     As Restated
flows:                                  Adjustments
OPERATING
ACTIVITIES:
Net loss               $     (1,811)   $           -   $     (1,811)
Adjustments to
reconcile net loss
to net cash flows
from
operating
activities:
Depreciation and                 166               -             166
amortization
Stock-based                      144               -             144
compensation
Change in allowance
for doubtful                      21               -              21
accounts
Forgiveness of PPP             (335)               -           (335)
SBA loan
Loss (gain) on sale                5               -               5
of fixed asset
Changes in operating
assets and
liabilities:
Accounts receivable          (1,129)               -         (1,129)
Inventory                       (66)               -            (66)
Prefunded insurance
premiums from                      -           (903)           (903)
financing
Prepaid expenses and
other current                  (164)               -           (164)
assets
Accounts payable               (147)               -           (147)
Accrued expenses                 783               -             783
Taxes payable                      1               -               1
Other liabilities                  4               -               4
Net cash used in             (2,528)           (903)         (3,431)
operating activities   $               $               $

FINANCING
ACTIVITIES:
Proceeds from
exercise of stock      $         296   $           -   $         296
options
Proceeds from
issuance of                    1,778               -           1,778
convertible notes,
net
Proceeds from 2022
convertible notes                538               -             538
prior to close, net
Additional financing
for insurance                      -             903             903
premiums, net of
repayments
Net cash provided by   $       2,612   $         903   $       3,515
financing activities





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The impacts of this correction as at and for the three months ended March 31, 2022 (unaudited) is as follows:



                                            As of
                                       March 31, 2022
                                       (In thousands)
                                         (Unaudited)
Condensed
Consolidated Balance     As Reported     Restatement     As Restated
Sheet:                                   Adjustments
Current assets:
Cash and cash           $                $              $
equivalents                    11,856             -            11,856
Accounts receivable,
net of allowance of
$111                            3,216             -             3,216
Inventory                       2,907             -             2,907
Prefunded insurance
premiums from
financing                         -               597             597
Prepaid expenses and
other current assets              477             -               477
Total current assets    $      18,456    $        597   $      19,053

Current liabilities:
Accounts payable                1,735             -             1,735
Accrued expenses                1,526             -             1,526
Insurance Premium
Financing                         -               597             597
Lease liability,                  111                             111
current portion                                   -
Taxes payable                       9             -                 9
Current portion of
convertible
subordinated notes
payable, net                    2,893             -             2,893
Total current           $                $              $
liabilities                     6,274             597           6,871




                                        Quarter Ended
                                       March 31, 2022
                                       (In thousands)
                                         (Unaudited)
Condensed
Consolidated             As Reported                     As Restated
Statement of Cash                        Restatement
flows:                                   Adjustments
OPERATING ACTIVITIES:
Net loss                $     (1,664)   $           -   $     (1,664)
Adjustments to
reconcile net loss to
net cash flows from
operating activities:
Depreciation and                  247               -             247
amortization
Stock-based                       268               -             268
compensation
Change in allowance
for doubtful                      (3)               -             (3)
accounts
Changes in operating
assets and
liabilities:
Accounts receivable             (545)               -           (545)
Inventory                       (982)               -           (982)
Prefunded insurance
premiums from                       -             306             306
financing
Prepaid expenses and            (119)               -           (119)
other current assets
Other assets                       25               -              25
Accounts payable                  496               -             496
Accrued expenses                 (66)               -            (66)
Taxes payable                       1               -               1
Other liabilities                   1               -               1
Net cash used in        $     (2,341)   $         306   $     (2,035)
operating activities

FINANCING ACTIVITIES:
Proceeds from
issuance of             $       2,354   $           -   $       2,354
convertible notes,
net
Repayments on
Insurance financing,                -           (306)           (306)
net of additional
financing
Proceeds from
issuance of common              7,152               -           7,152
stock and warrants,
net
Net cash provided by    $       9,506   $       (306)   $       9,200
financing activities





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The impacts of this correction as at and for the six months ended June 30, 2022 (unaudited) is as follows:




                                             As of
                                         June 30, 2022
                                        (In thousands)
                                          (Unaudited)
Condensed
Consolidated Balance     As Reported       Restatement     As Restated
Sheet:                                     Adjustments
Current assets:
Cash and cash           $                   $              $
equivalents                     9,285               -             9,285
Accounts receivable,
net of allowance of
$119                            4,071               -             4,071
Inventory                       2,833               -             2,833
Prefunded insurance
premiums from
financing                         -                 289             289
Prepaid expenses and
other current assets              944               -               944
Total current assets    $      17,133       $       289    $     17,422

Current liabilities:
Accounts payable                1,619               -             1,619
Accrued expenses                1,529               -             1,529
Insurance Premium
Financing                         -                 289             289
Lease liability,                  114                               114
current portion                                     -
Taxes payable                      14               -                14
Total current           $                   $              $
liabilities                     3,276               289           3,565



                                       Six months Ended
                                         June 30, 2022
                                        (In thousands)
                                          (Unaudited)
Condensed
Consolidated             As Reported                       As Restated
Statement of Cash                          Restatement
flows:                                     Adjustments
OPERATING ACTIVITIES:
Net loss                $     (3,099)     $           -   $     (3,099)
Adjustments to
reconcile net loss to
net cash flows from
operating activities:
Depreciation and                  382                 -             382
amortization
Stock-based                       386                 -             386
compensation
Change in allowance
for doubtful                        5                 -               5
accounts
Changes in operating
assets and
liabilities:
Accounts receivable           (1,428)                 -         (1,428)
Inventory                       (916)                 -           (916)
Prefunded insurance
premiums from                       -               614             614
financing
Prepaid expenses and            (585)                 -           (585)
other current assets
Other assets                       25                 -              25
Accounts payable                  383                 -             383
Accrued expenses                 (43)                 -            (43)
Taxes payable                       6                 -               6
Other liabilities                   1                 -               1
Net cash used in        $     (4,883)     $         614   $     (4,269)
operating activities

FINANCING ACTIVITIES:
Proceeds from
issuance of             $       2,354     $           -   $       2,354
convertible notes,
net
Repayments on
Insurance financing,                -             (614)           (614)
net of additional
financing
Proceeds from
issuance of common              7,152                 -           7,152
stock and warrants,
net
Net cash provided by    $       9,506     $       (614)   $       8,892
financing activities





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The Company intends to include restated consolidated financial statements as of and for the year ended December 31, 2021 in its Annual Report on Form 10-K for the year ended December 31, 2022 (the "2022 Annual Report"), which it expects to file on March 29, 2023. In conjunction with restating its annual financial statements, the Company will include corrected unaudited interim financial information for the quarterly and year-to-date periods ended March 31, 2022 and June 30, 2022, in the 2022 Annual Report and will revise the applicable unaudited 2022 interim financial statements in connection with the filing of its Quarterly Reports on Form 10-Q for the quarters ending March 31, 2023 and June 30, 2023.

The Company's management and Audit Committee have discussed the matters disclosed in this Item 4.02 with the Company's independent registered public accounting firm, Armanino LLP.

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