JONES SODA CO. |
(Name of Issuer)
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Common Stock |
(Title of Class of Securities)
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48023P106 |
(CUSIP Number)
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Heavenly RX Ltd.
Attn: Mike Beedles; Steve Avalon 1112 North Flagler Drive Fort Lauderdale, FL 33304 Telephone: 212-729-9208 |
Richard Raymer
Dorsey & Whitney LLP TD Canada Trust Tower, Brookfield Place 161 Bay Street, Suite 4310 Toronto, Ontario M5J 2S1 Canada Telephone: (416) 367-7370 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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July 11, 2019
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(Date of Event which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Heavenly RX Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Columbia, Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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30,000,000
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8
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SHARED VOTING POWER
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33,852,879*
* Calculated based on information as of March 14, 2019, as reported in Jones Soda Co.'s (the "Issuer's") Definitive Proxy Statement filed with the Securities and Exchange
Commission on May 26, 2019.
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9
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SOLE DISPOSITIVE POWER
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30,000,000
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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33,852,879
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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46.88%*
* Calculated based on 42,210,985 shares of common stock of Issuer outstanding as of May 1, 2019, as reported in the Issuer’s Quarterly Report on 10-Q filed with the Securities
and Exchange Commission on May 13, 2019, plus 15,000,000 shares of common stock issued to the Reporting Person on July 11, 2019, plus 15,000,000 shares of common stock underlying a warrant issued to the Reporting Person on July 11, 2019
(which shares are beneficially owned by the Reporting Person pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended).
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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Name
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Position
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Principal
Occupation
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Business Address
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Citizenship
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Paul Norman
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Chief Executive Officer and Director
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Chief Executive Officer and Director of the Registrant
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1112 North Flagler Dr.
Fort Lauderdale, FL 33304 |
United States
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Mike Beedles
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Chief Operating Officer and Chief Technology Officer
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Chief Operating Officer and Chief Technology Officer of the Registrant
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1112 North Flagler Dr.
Fort Lauderdale, FL 33304 |
United States
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William Wolz
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Chief Financial Officer
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Chief Financial Officer of the Registrant
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1112 North Flagler Dr.
Fort Lauderdale, FL 33304 |
United States
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Bradley Morris
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Director
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Director of the Registrant
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100 King Street West,
Suite 5600
Toronto, ON, Canada M5X 1C9
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Canada
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Peter Liabotis
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Director
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Chief Financial Officer of SOL Global Investments Corp.
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100 King Street West,
Suite 5600
Toronto, ON, Canada M5X 1C9
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Canada
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(i)
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If the Issuer’s closing share price as reported on the OTCQB Marketplace, or its then primary trading market, is equal to or greater than $1.78 for at least five (5) consecutive trading days the Warrant shall
be automatically exercised with respect to 25% of the total number of the Warrant Shares;
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(ii)
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If the Issuer’s closing share price as reported on the OTCQB Marketplace, or its then primary trading market, is equal to or greater than $2.12 for at least five (5) consecutive trading days, the Warrant
shall be automatically exercised with respect to an additional 25% of the total number of the Warrant Shares;
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(iii)
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If the Issuer’s closing share price as reported on the OTCQB Marketplace, or its then primary trading market, is equal to or greater than $2.36 for at least five (5) consecutive trading days, the Warrant
shall be automatically exercised with respect to an additional 25% of the total number of the Warrant Shares; and
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(iv)
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If the Issuer’s closing share price as reported on the OTCQB Marketplace, or its then primary trading market, is equal to or greater than $2.60 for at least five (5) consecutive trading days, the Warrant
shall be automatically exercised with respect to the remaining 25% of the total number of the Warrant Shares.
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(a) |
The Reporting Person may be deemed to beneficially own (within the meaning of Rule 13d-3 under the Exchange Act) 33,852,879 shares of Common Stock, representing 46.88% of the
outstanding Common Stock. Such percentage ownership is based on (i) 42,210,985 shares of Common Stock outstanding as of May 1, 2019, as reported in the Issuer’s Quarterly Report on 10-Q filed with the Securities and Exchange Commission
(the “SEC”) on May 13, 2019, (ii) 15,000,000 shares of Common Stock issued to the Reporting Person on July 11, 2019 and (iii) 15,000,000 shares of Common Stock underlying the Warrant issued to the Reporting Person on July 11, 2019.
(The 33,852,879 shares of Common Stock that the Reporting Person may be deemed to beneficially own include shared beneficial ownership of 3,852,879 shares of Common Stock beneficially owned by the Shareholders, as further described
below.)
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(b) |
The Reporting Person has the sole power to vote and the sole power to dispose of 30,000,000 of the shares of Common Stock that the Reporting Person may be deemed to beneficially own.
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(c) |
Except as described in this Schedule 13D, the Reporting Person has not effected any transaction in the Common Stock during the past 60 days.
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(d) |
Not applicable.
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(e) |
Not applicable.
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1. |
Securities Purchase Agreement, dated as of July 11, 2019, between the Reporting Person and the Issuer (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on July 12, 2019)
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2. |
Warrant, dated as of July 11, 2019, between the Reporting Person and the Issuer (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the SEC on July 12, 2019)
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3. |
Investor Rights Agreement, dated as of July 11, 2019, among the Reporting Person, the Issuer and the shareholders of the Issuer party thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the
Issuer with the SEC on July 12, 2019)
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4. |
Standstill Agreement, dated as of July 11, 2019, between the Reporting Person and the Issuer (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer with the SEC on July 12, 2019)
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5. |
Standstill Agreement, dated as of July 11, 2019, between SOL Global Investments Corp. and the Issuer (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Issuer with the SEC on July 12, 2019)
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Dated: July 18, 2019 | HEAVENLY RX LTD. |
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By:
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/s/ Peter Liabotis
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Name: Peter Liabotis
Title: Director
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SOL Global Investments Corp.
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Name
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Position
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Principal
Occupation
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Business Address
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Citizenship
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Brady Cobb
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Chief Executive Officer and Director
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Chief Executive Officer and Director of SOL
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100 King Street West,
Suite 5600
Toronto, ON, Canada M5X 1C9
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United States
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SOL Global Investments Corp.
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Name
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Position
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Principal
Occupation
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Business Address
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Citizenship
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Peter Liabotis
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Chief Financial Officer
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Chief Financial Officer of SOL
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100 King Street West,
Suite 5600
Toronto, ON, Canada M5X 1C9
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Canada
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Andrew DeFrancesco
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Chief Investment Officer and Director
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Chief Investment Officer and Director of SOL
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100 King Street West,
Suite 5600
Toronto, ON, Canada M5X 1C9
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Canada
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Michael Barnes
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Chief Medical Officer
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Chief Medical Officer of SOL
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100 King Street West,
Suite 5600
Toronto, ON, Canada M5X 1C9
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United Kingdom
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Maghsoud Dariani
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Chief Science Officer
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Chief Science Officer of SOL
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100 King Street West,
Suite 5600
Toronto, ON, Canada M5X 1C9
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United States
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Roger Rai
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Director
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Managing Director of E.S. Rogers Enterprises and President of R3 Concepts, Inc.
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100 King Street West,
Suite 5600
Toronto, ON, Canada M5X 1C9
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Canada
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Robert Reid
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Director
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Co-Founder of Prohibition Partners and Partner at European Cannabis Holdings
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100 King Street West,
Suite 5600
Toronto, ON, Canada M5X 1C9
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Ireland
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