Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)

 

 

 

 

 

 

PROSPECTUS SUPPLEMENT NO. 2	Filed Pursuant to Rule 424(b)(3)
(To Prospectus dated April 17, 2014)	Registration No. 333-166556

 

 

JONES SODA CO.

 

3,057 ,500 Shares of Common Stock underlying Warrants

 

 

This prospectus supplement amends and supplements the prospectus dated April 17 ,   2014, as previously supplemented (the “Prospectus”), which forms a part of ou r Post-Effective Amendment No. 4 to Registration Statement on Form S-1 (Registration Statement No. 333-166556) that was declared effective on April 17, 2014. The Prospectus relates to the sale an d issuance of up to 3,05 7,500 shares of common stock of Jones Soda Co. to holders of outstanding warrants, upon exercise of such warrants.

 

On May 14 , 2014, we filed with the Securities and Exchange Commission our quarterly report on Form 10-Q .  This S upplement is being filed to update, amend and supplement the information included or incorporated by reference in the P rospectus with the information contained in the   quarterly report on Form 10-Q .  Accordingly, we have attached the quarterly report to this   S upplement.

 

You should read this S upplement in conjunction with the P rospectus, which is to be delivered with this S upplement.  If there is any inconsistency between the information in the P rospectus and this S upplement, you should rely on the information in this S upplement.

 

Investing in our common stock involves a high degree of risk.  See “Risk Factors” beginning on page 3 of the P rospectus for a discussion for the risks associated with our business.  Also see “Cautionary Notice Regarding Forward-Looking Statements” in our annual report on Form 10-K and our latest quarterly report on Form 10 ‑ Q.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this P rospectus or this Supplement   is truthful or complete.  Any representation to the contrary is a criminal offense.

 

 

The date of this Prospectus Supplement is May 14 , 2014.

 

 

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