false 0001083522 0001083522 2023-07-14 2023-07-14
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported): July 14, 2023
 
Jones Soda Co.
(Exact Name of Registrant as Specified in Its Charter)
 
Washington
(State or Other Jurisdiction of Incorporation)
 
 
0-28820
52-2336602
(Commission File Number)
(IRS Employer Identification No.)
   
66 South Hanford Street, Suite 150, Seattle, Washington
98134
(Address of Principal Executive Offices)
(Zip Code)
 
(206) 624-3357
(Registrant's Telephone Number, Including Area Code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
 
 
 
 
 
Item 4.01 Changes in Registrant’s Certifying Accountant.
 
(a) Dismissal of Independent Registered Public Accounting Firm
 
On July 14, 2023, through and with the approval of its Audit Committee, Jones Soda Co. (the “Company”) dismissed Armanino LLP (“Armanino”) as its independent registered public accounting firm. Armanino audited the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2022 and 2021. The reports of Armanino on the financial statements of the Company for the fiscal years ended December 31, 2022 and 2021, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
 
During the Company’s fiscal years ended December 31, 2022 and 2021, and through the interim period ended March 31, 2023, there were no disagreements between the Company and Armanino on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Armanino, would have caused Armanino to make reference to the subject matter of the disagreements in connection with its audit reports on the Company’s financial statements. During the Company’s two most recent fiscal years ended December 31, 2022 and 2021, and the interim period ended March 31, 2023, Armanino did not advise the Company of any “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K with respect to the Company other than in connection with management’s conclusions in its annual report on Form 10-K for the fiscal year ended December 31, 2022 that the Company did not design appropriate controls to identify and reconcile prepaid assets and associated short-term liabilities, which resulted in a material error that was corrected through the restatement of the Company’s consolidated financial statements as of and for the year ended December 31, 2021, and the correction of the unaudited quarterly financial information for period endings March 31, 2022 and June 30, 2022.
 
The Company provided Armanino with a copy of this report on Form 8-K in accordance with Item 304(a) of Regulation S-K prior to its filing with the Securities and Exchange Commission and requested that Armanino furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter from Armanino is filed as Exhibit 16.1 hereto.
 
(b) Engagement of Independent Registered Public Accounting Firm
 
Additionally on July 14, 2023, through and with the approval of its Audit Committee, the Company appointed Berkowitz, Pollack Brant Advisors + CPAs (“BPB”) as its independent registered public accounting firm. During the Company’s two most recently completed fiscal years and through the date of engagement of BPB, neither the Company nor anyone on behalf of the Company consulted with BPB regarding (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements as to which the Company received a written report or oral advice that was an important factor in reaching a decision on any accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement or a reportable event as defined in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K.
 
 
Item 9.01 Financial Statements and Exhibits
     
     (d) Exhibits.  
 
  Exhibit No. Description
  16.1 Letter from Armanino LLP dated July 18, 2023
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
JONES SODA CO.
(Registrant)
       
       
July 18, 2023
  
By:
/s/ David Knight
       
 
 
David Knight
President and Chief Executive Officer
 
 

Exhibit 16.1

 

 

 

July 18, 2023

 

Securities and Exchange Commission

100 F Street N.E.

Washington D.C. 20549-7561

 

 

We have read Jones Soda Co. statements included in Item 4.01 of its Form 8-K dated July 18, 2023 and agree with those statements concerning our firm.

 

 

/s/ Armanino LLP

 

 
v3.23.2
Document And Entity Information
Jul. 14, 2023
Document Information [Line Items]  
Entity, Registrant Name Jones Soda Co.
Document, Type 8-K
Document, Period End Date Jul. 14, 2023
Entity, Incorporation, State or Country Code WA
Entity, File Number 0-28820
Entity, Tax Identification Number 52-2336602
Entity, Address, Address Line One 66 South Hanford Street, Suite 150
Entity, Address, City or Town Seattle
Entity, Address, State or Province WA
Entity, Address, Postal Zip Code 98134
City Area Code 206
Local Phone Number 624-3357
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001083522
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